EXHIBIT 4.1


                                                                EXECUTION COPY


                            WEST PENN FUNDING LLC,

                                    Issuer

                                      and

                            BANKERS TRUST COMPANY,

                                 Bond Trustee

                        ------------------------------

                                   INDENTURE

                         Dated as of November 16, 1999

                        ------------------------------


                           Securing Transition Bonds

                              Issuable in Series


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                               TABLE OF CONTENTS

                                                                          Page

                                   ARTICLE I

                  Definitions and Incorporation by Reference

SECTION 1.01.  Definitions....................................................2
SECTION 1.02.  Incorporation by Reference of Trust Indenture Act.............10
SECTION 1.03.  Rules of Construction.........................................11

                                  ARTICLE II

                             The Transition Bonds

SECTION 2.01.  Form..........................................................11
SECTION 2.02.  Execution, Authentication and Delivery........................12
SECTION 2.03.  Denominations; Transition Bonds Issuable in Series............12
SECTION 2.04.  Temporary Transition Bonds....................................13
SECTION 2.05.  Registration; Registration of Transfer and Exchange...........13
SECTION 2.06.  Mutilated, Destroyed, Lost or Stolen Transition Bonds.........14
SECTION 2.07.  Persons Deemed Owner..........................................15
SECTION 2.08.  Payment of Principal, Premium, if any, and Interest; Interest on
                      Overdue Principal and Premium, if any; Principal, Premium
                      and Interest Rights Preserved..........................15
SECTION 2.09.  Cancelation...................................................16
SECTION 2.10.  Authentication and Delivery of Transition Bonds...............17
SECTION 2.11.  Book-Entry Transition Bonds...................................20
SECTION 2.12.  Notices to Clearing Agency....................................21
SECTION 2.13.  Definitive Transition Bonds...................................21

                                  ARTICLE III

                                   Covenants

SECTION 3.01.  Payment of Principal, Premium, if any, and Interest...........22
SECTION 3.02.  Maintenance of Office or Agency...............................22
SECTION 3.03.  Money for Payments To Be Held in Trust........................22
SECTION 3.04.  Existence.....................................................23
SECTION 3.05.  Protection of Collateral......................................24
SECTION 3.06.  Opinions as to Collateral.....................................24
SECTION 3.07.  Performance of Obligations....................................24
SECTION 3.08.  Negative Covenants............................................25
SECTION 3.09.  Annual Statement as to Compliance.............................25
SECTION 3.10.  Issuer May Consolidate, etc., Only on Certain Terms...........26
SECTION 3.11.  Successor or Transferee.......................................26
SECTION 3.12.  No Other Business.............................................27
SECTION 3.13.  No Borrowing..................................................27
SECTION 3.14.  Guarantees, Loans, Advances and Other Liabilities.............27
SECTION 3.15.  Capital Expenditures..........................................27
SECTION 3.16.  Restricted Payments...........................................27
SECTION 3.17.  Notice of Events of Default...................................27
SECTION 3.18.  Inspection....................................................27
SECTION 3.19.  Adjusted Overcollateralization Schedules......................28


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SECTION 3.20.  Transfer Agreement, Sale Agreement and Servicing Agreement
                      Covenants..............................................28
SECTION 3.21.  Taxes.........................................................30
SECTION 3.22.  Separate Entity...............................................30

                                  ARTICLE IV

                    Satisfaction and Discharge; Defeasance

SECTION 4.01.  Satisfaction and Discharge of Indenture; Defeasance...........30
SECTION 4.02.  Conditions to Defeasance......................................31
SECTION 4.03.  Application of Trust Money....................................32
SECTION 4.04.  Repayment of Moneys Held by Paying Agent......................32

                                   ARTICLE V

                                   Remedies

SECTION 5.01.  Events of Default.............................................33
SECTION 5.02.  Acceleration of Maturity; Rescission and Annulment............34
SECTION 5.03.  Collection of Indebtedness and Suits for Enforcement by Bond
                      Trustee................................................34
SECTION 5.04.  Remedies; Priorities..........................................36
SECTION 5.05.  Optional Preservation of the Collateral.......................37
SECTION 5.06.  Limitation of Proceedings.....................................37
SECTION 5.07.  Unconditional Rights of Transition Bondholders To Receive
                      Principal, Premium, if any, and Interest...............38
SECTION 5.08.  Restoration of Rights and Remedies............................38
SECTION 5.09.  Rights and Remedies Cumulative................................38
SECTION 5.10.  Delay or Omission Not a Waiver................................38
SECTION 5.11.  Control by Transition Bondholders.............................38
SECTION 5.12.  Waiver of Past Defaults.......................................39
SECTION 5.13.  Undertaking for Costs.........................................39
SECTION 5.14.  Waiver of Stay or Extension Laws..............................39
SECTION 5.15.  Action on Transition Bonds....................................40

                                  ARTICLE VI

                               The Bond Trustee

SECTION 6.01.  Duties and Liabilities of Bond Trustee........................40
SECTION 6.02.  Rights of Bond Trustee........................................41
SECTION 6.03.  Individual Rights of Bond Trustee.............................41
SECTION 6.04.  Bond Trustee's Disclaimer.....................................41
SECTION 6.05.  Notice of Defaults............................................42
SECTION 6.06.  Reports by Bond Trustee to Holders............................42
SECTION 6.07.  Compensation and Indemnity....................................42
SECTION 6.08.  Replacement of Bond Trustee...................................43
SECTION 6.09.  Successor Bond Trustee by Merger..............................44
SECTION 6.10.  Appointment of Co-Trustee or Separate Trustee.................44
SECTION 6.11.  Eligibility; Disqualification.................................45
SECTION 6.12.  Preferential Collection of Claims Against Issuer..............45


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                                  ARTICLE VII

                   Transition Bondholders' Lists and Reports

SECTION 7.01.  Issuer To Furnish Bond Trustee Names and Addresses of Transition
                      Bondholders............................................45
SECTION 7.02.  Preservation of Information; Communications to Transition
                      Bondholders............................................46
SECTION 7.03.  Reports by Issuer.............................................46
SECTION 7.04.  Reports by Bond Trustee.......................................46
SECTION 7.05.  Provision of Servicer Reports.................................46

                                 ARTICLE VIII

                     Accounts, Disbursements and Releases

SECTION 8.01.  Collection of Money...........................................47
SECTION 8.02.  Collection Account............................................47
SECTION 8.03.  Release of Collateral.........................................49
SECTION 8.04.  Opinion of Counsel............................................50
SECTION 8.05.  Reports by Independent Accountants............................50

                                  ARTICLE IX

                            Supplemental Indentures

SECTION 9.01.  Supplemental Indentures Without Consent of Transition
                      Bondholders............................................51
SECTION 9.02.  Supplemental Indentures with Consent of Transition
                      Bondholders............................................52
SECTION 9.03.  Execution of Supplemental Indentures..........................53
SECTION 9.04.  Effect of Supplemental Indenture..............................53
SECTION 9.05.  Conformity with Trust Indenture Act...........................54
SECTION 9.06.  Reference in Transition Bonds to Supplemental Indentures......54

                                   ARTICLE X

                        Redemption of Transition Bonds

SECTION 10.01.  Optional Redemption by Issuer................................54
SECTION 10.02.  Form of Redemption Notice....................................54
SECTION 10.03.  Payment of Redemption Price..................................55

                                  ARTICLE XI

                                 Miscellaneous

SECTION 11.01.  Compliance Certificates and Opinions, etc....................55
SECTION 11.02.  Form of Documents Delivered to Bond Trustee..................56
SECTION 11.03.  Acts of Transition Bondholders...............................56
SECTION 11.04.  Notices, etc., to Bond Trustee, Issuer and Rating Agencies...57
SECTION 11.05.  Notices to Transition Bondholders; Waiver....................57
SECTION 11.06.  Alternate Payment and Notice Provisions......................58
SECTION 11.07.  Conflict with Trust Indenture Act............................58
SECTION 11.08.  Effect of Headings and Table of Contents.....................58
SECTION 11.09.  Successors and Assigns.......................................58
SECTION 11.10.  Separability.................................................58
SECTION 11.11.  Benefits of Indenture........................................58
SECTION 11.12.  Legal Holidays...............................................58


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SECTION 11.13.  GOVERNING LAW................................................58
SECTION 11.14.  Counterparts.................................................59
SECTION 11.15.  Issuer Obligation............................................59
SECTION 11.16.  No Petition..................................................59


Exhibit A             DTC Agreement


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                    INDENTURE dated as of November 16, 1999, between WEST PENN
               FUNDING LLC, a Delaware limited liability company (the
               "Issuer"), and BANKERS TRUST COMPANY, a New York banking
               corporation, as trustee (the "Bond Trustee").

          The Issuer has duly authorized the execution and delivery of this
Indenture to provide for one or more Series of Transition Bonds, issuable as
provided in this Indenture. Each such Series of Transition Bonds will be
issued only under a separate Series Supplement to this Indenture duly executed
and delivered by the Issuer and the Bond Trustee. The Issuer is entering into
this Indenture, and the Bond Trustee is accepting the trusts created hereby,
each for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged and each intending to be legally bound hereby.

                                GRANTING CLAUSE

          The Issuer hereby Grants to the Bond Trustee as trustee for the
benefit of the Holders of the Transition Bonds from time to time issued and
outstanding, all of the Issuer's right, title and interest in and to (a) the
Intangible Transition Property transferred by the Seller to the Issuer from
time to time pursuant to the Sale Agreement and all proceeds thereof, (b) the
Transfer Agreement, (c) all Bills of Sale delivered by the Transferor pursuant
to the Transfer Agreement, (d) the Sale Agreement, (e) all Bills of Sale
delivered by the Seller pursuant to the Sale Agreement, (f) the Servicing
Agreement, (g) the Collection Account and all amounts on deposit therein from
time to time, (h) any Swap Agreements to which the Issuer is a party, (i) all
other property of whatever kind owned from time to time by the Issuer
including all accounts, accounts receivable and chattel paper, (j) all present
and future claims, demands, causes and choses in action in respect of any or
all of the foregoing and (k) all payments on or under and all proceeds of
every kind and nature whatsoever in respect of any or all of the foregoing,
including all proceeds of the conversion, voluntary or involuntary, into cash
or other liquid property, all cash proceeds, accounts, accounts receivable,
general intangibles, notes, drafts, acceptances, chattel paper, checks,
deposit accounts, insurance proceeds, condemnation awards, rights to payment
of any and every kind, and other forms of obligations and receivables,
instruments and other property which at any time constitute all or part of or
are included in the proceeds of any of the foregoing (collectively, the
"Collateral"); provided that cash or other property distributed to the Issuer
from the Collection Account in accordance with the provisions of this
Indenture will not be subject to the lien of this Indenture.

          To have and to hold in trust to secure the payment of principal of
and premium, if any, and interest on, and any other amounts (including all
fees, expenses, counsel fees and other amounts due and owing to the Bond
Trustee) owing in respect of, the Transition Bonds equally and ratably without
prejudice, preference, priority or distinction, except as expressly provided
in this Indenture and to secure performance by the Issuer of all of the
Issuer's obligations under this Indenture with respect to the Transition
Bonds, all as provided in this Indenture.

          The Bond Trustee, as trustee on behalf of the Holders of the
Transition Bonds, acknowledges such Grant, accepts the trusts hereunder in
accordance with the provisions hereof and agrees to perform its duties herein
required.

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                                   ARTICLE I

                  Definitions and Incorporation by Reference

          SECTION 1.01. Definitions. (a) Except as otherwise specified herein
or as the context may otherwise require, each of the following terms has the
respective meaning set forth below for all purposes of this Indenture.

          "Act" has the meaning specified in Section 11.03(a).

          "Adjustment Date" means, with respect to any Series of Transition
Bonds, the date or dates specified as such in the Series Supplement therefor.

          "Administration Agreement" has the meaning specified in the
Servicing Agreement.

          "Administrative Agent" means Allegheny Energy Service Corporation,
as administrative agent, under the Administration Agreement, and its permitted
successors and assigns thereunder.

          "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.

          "Authorized Initial Denominations" means, with respect to any Series
of Transition Bonds, $1,000 and integral multiples thereof, or such other
denominations as may be specified in the Series Supplement therefor.

          "Authorized Officer" means any officer who is authorized to act for
the Issuer and who is identified on the list of Authorized Officers delivered
on the Closing Date by the Issuer to the Bond Trustee as of the date hereof
(as such list may be modified or supplemented from time to time thereafter).

          "Basic Documents" means this Indenture (including any Series
Supplement), the Certificate of Formation, the LLC Agreement, the Management
Agreement, the Transfer Agreement, the Sale Agreement, the Servicing
Agreement, the Bills of Sale, the Administration Agreement, the Underwriting
Agreement and all documents and certificates contemplated thereby or delivered
in connection therewith.

          "Bills of Sale" means any bills of sale delivered by the Transferor
pursuant to the Transfer Agreement and any bills of sale delivered by the
Seller pursuant to the Sale Agreement.

          "Bond Rate" means, with respect to any Series or Class, the rate at
which interest accrues on the principal balance of Transition Bonds of such
Series or Class, as specified in the Series Supplement therefor.

          "Bond Trustee" means Bankers Trust Company, a New York banking
corporation, or any successor bond trustee under this Indenture, not in its
individual capacity but solely as bond trustee under this Indenture.

          "Book-Entry Transition Bonds" means beneficial interests in the
Transition Bonds, ownership and transfers of which shall be made through book
entries by a Clearing Agency as described in Section 2.11.


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          "Business Day" has the meaning specified in the Servicing Agreement.

          "Calculated Overcollateralization Level" means, with respect to any
Series of Transition Bonds, the amount specified as such in the Series
Supplement therefor.

          "Calculation Date" means, with respect to any Series of Transition
Bonds, such date or dates specified as such in the Series Supplement therefor.

          "Capital Subaccount" has the meaning specified in Section 8.02(a).

          "Certificate of Formation" means the certificate of formation of the
Issuer, which was filed with the Delaware Secretary of State on May 26, 1999.

          "Class" means, with respect to any Series, any one of the classes of
Transition Bonds of that Series.

          "Class Termination Date" means, with respect to any Class, the
termination date therefor, as specified in the Series Supplement therefor.

          "Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act.

          "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with
the Clearing Agency.

          "Code" means the Internal Revenue Code of 1986, as amended from time
to time, and Treasury Regulations promulgated thereunder.

          "Collateral" has the meaning specified in the granting clause of
this Indenture.

          "Collection Account" has the meaning specified in Section 8.02(a).

          "Collection Period" has the meaning specified in the Servicing
Agreement.

          "Corporate Trust Office" means the principal office of the Bond
Trustee at which at any particular time its corporate trust business shall be
administered, which office at date of the execution of this Indenture is
located at Four Albany Street, 10th Floor, New York, NY 10006, Attention:
Corporate Trust and Agency Services, Structured Finance Group or at such other
address as the Bond Trustee may designate from time to time by notice to the
Transition Bondholders and the Issuer, or the principal corporate trust office
of any successor Bond Trustee (the address of which the successor Bond Trustee
will notify the Transition Bondholders and the Issuer).

          "Covenant Defeasance Option" has the meaning specified in Section
4.01(b).

          "Counterparty" means the counterparty with respect to any Swap
Agreement.

          "Default" means any occurrence that is, or with notice or the lapse
of time or both would become, an Event of Default.

          "Defeasance Subaccount" has the meaning specified in Section
8.02(a).

          "Definitive Transition Bonds" has the meaning specified in Section
2.11.

          "DTC Agreement" means the agreement between the Issuer, the Bond
Trustee and The Depository Trust Company, as the initial Clearing Agency,
dated as of the Closing Date,

                                      56


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relating to the Transition Bonds, substantially in the form of Exhibit A
hereto, as the same may be amended and supplemented from time to time.

          "Eligible Deposit Account" means either (a) a segregated account
with an Eligible Institution or (b) a segregated trust account with 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 credit rating from each Rating Agency in one of its
generic rating categories which signifies investment grade.

          "Eligible Guarantor Institution" means a firm or other entity
identified in Rule 17Ad-15 under the Exchange Act as "an eligible guarantor
institution," including (as such terms are defined therein) (i) a bank; (ii) a
broker, dealer, municipal securities broker or dealer or government securities
broker or dealer; (iii) a credit union; (iv) a national securities exchange,
registered securities association or clearing agency; or (v) a savings
association that is a participant in a securities transfer association.

          "Eligible Institution" means (a) the corporate trust department of
the Bond Trustee 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 (A) a long-term unsecured debt rating of "AAA" by
Standard & Poor's and "Aa3" by Moody's and (B) a short-term rating of "A- 1+"
by Standard & Poor's and "P-1" by Moody's, or any other long-term, short-term
or certificate of deposit rating acceptable to the Rating Agencies and (ii)
whose deposits are insured by the FDIC.

          "Eligible Investments" mean book-entry securities, negotiable
instruments or securities represented by instruments in bearer or registered
form which evidence:

          (a)direct obligations of, or obligations fully and unconditionally
     guaranteed as to timely payment by, the United States of America;

          (b)demand deposits, time deposits, certificates of deposit or
     bankers' acceptances of any Eligible Institution; provided, however, that
     at the time of the investment or contractual commitment to invest therein
     such Eligible Institution shall have the credit ratings set forth in
     clause (i) of the Definition of Eligible Institution.

          (c)commercial paper (other than commercial paper of the Seller or
     the Servicer or any of their affiliates) having, at the time of the
     investment or contractual commitment to invest therein, a rating from
     each of the Rating Agencies in the highest rating category granted
     thereby;

          (d)investments in money market funds having a rating from each of
     the Rating Agencies in the highest rating category granted thereby
     (including funds for which the Bond Trustee or any of its Affiliates is
     investment manager or advisor);

          (e)repurchase obligations with respect to any security that is a
     direct obligation of, or fully guaranteed by, the United States of
     America or any agency or instrumentality thereof the obligations of which
     are backed by the full faith and credit of the United States of America,
     in either case entered into with an Eligible Institution; and

          (f)any other investment permitted by each of the Rating Agencies;

in each case which mature no later than the Business Day prior to the next
Payment Date for that Series or Class.

          "Event of Default" has the meaning specified in Section 5.01.


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          "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

          "Executive Officer" means, with respect to any corporation, the
Chief Executive Officer, Chief Operating Officer, Chief Financial Officer,
President, Executive Vice President, any Vice President, the Secretary or the
Treasurer of such corporation; and with respect to any partnership, any
general partner thereof.

          "Expected Amortization Schedule" means, with respect to any Series
of Transition Bonds, the expected amortization schedule for principal thereof,
as specified in the Series Supplement therefor.

          "Expected Final Payment Date" means, with respect to any Series or
Class of Transition Bonds, the expected final payment date therefor, as
specified in the Series Supplement therefor.

          "FDIC" means the Federal Deposit Insurance Corporation or any
successor.

          "Financing Issuance" means an issuance of a new Series of Transition
Bonds hereunder to provide funds to finance the purchase by the Issuer of
Intangible Transition Property.

          "Fitch IBCA" has the meaning specified in the Servicing Agreement.

          "General Subaccount" has the meaning specified in Section 8.02(a).

          "Grant" means mortgage, pledge, bargain, sell, warrant, alienate,
remise, release, convey, assign, transfer, create, and grant a lien upon and a
security interest in and right of set-off against, deposit, set over and
confirm pursuant to this Indenture. A Grant of the Collateral or of any other
agreement or instrument shall include all rights, powers and options (but none
of the obligations) of the Granting party thereunder, including the immediate
and continuing right to claim for, collect, receive and give receipt for
principal, interest and other payments in respect of the Collateral and all
other moneys payable thereunder, to give and receive notices and other
communications, to make waivers or other agreements, to exercise all rights
and options, to bring Proceedings in the name of the Granting party or
otherwise and generally to do and receive anything that the Granting party is
or may be entitled to do or receive thereunder or with respect thereto.

          "Holder" or "Transition Bondholder" means the Person in whose name a
Transition Bond is registered on the Transition Bond Register.

          "Indemnity Amounts" means any amounts paid by the Transferor, the
Seller or the Servicer to the Bond Trustee, for itself or on behalf of the
Transition Bondholders, pursuant to Section 5.01(b), 5.0l(c), 5.01(d) and
5.01(e) of the Transfer Agreement, Section 5.01(b), Section 5.01(c) and
Section 5.01(d) of the Sale Agreement or Section 5.02(b) of the Servicing
Agreement or by the Issuer to the Bond Trustee pursuant to Section 6.07 of
this Indenture.

          "Indenture" or "this Indenture" means this instrument as originally
executed and, as from time to time supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable
provisions hereof, as so supplemented or amended, or both, and shall include
the forms and terms of the Transition Bonds established hereunder.

          "Independent" means, when used with respect to any specified Person,
that the Person (a) is in fact independent of the Issuer, any other obligor
upon the Transition Bonds, the Transferor, the Seller 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 Transferor, the Seller or any Affiliate of any of the foregoing
Persons and (c) is not connected with the Issuer, any such other obligor, the
Transferor, the Seller or any Affiliate of any

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of the foregoing Persons as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions.

          "Independent Certificate" means a certificate or opinion to be
delivered to the Bond Trustee under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 11.01, made
by an Independent appraiser or other expert appointed by an Issuer Order and
approved by the Bond Trustee in the exercise of reasonable care, and such
opinion or certificate shall state that the signer has read the definition of
"Independent" in this Indenture and that the signer is Independent within the
meaning thereof.

          "Independent Directors" means the Persons acting as Independent
Directors of the Issuer pursuant to the LLC Agreement.

          "Intangible Transition Charges Adjustment Process" means the process
by which Intangible Transition Charges are adjusted pursuant to the Servicing
Agreement and the Statute.

          "Issuer" means the party named as such in this 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 Transition Bonds.

          "Issuer Order" and "Issuer Request" means a written order or request
signed in the name of the Issuer by any one of its Authorized Officers and
delivered to the Bond Trustee.

          "Legal Defeasance Option" has the meaning specified in Section
4.01(b).

          "Lien" has the meaning specified in the Servicing Agreement.

          "LLC Agreement" means the Amended and Restated Limited Liability
Company Agreement of the Issuer dated as of November 3, 1999, as amended and
supplemented from time to time.

          "Management Agreement" has the meaning specified in the LLC
Agreement.

          "Moody's" has the meaning specified in the Servicing Agreement.

          "Officer's Certificate" means a certificate signed by any Authorized
Officer of the Issuer, under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 11.01, and delivered to
the Bond Trustee. Unless otherwise specified, any reference in this Indenture
to an Officer's Certificate shall be to an Officer's Certificate of any
Authorized Officer of the Issuer.

          "Operating Expenses" means all fees, costs, expenses and indemnity
payments owed by the Issuer, including all amounts owed by the Issuer to the
Bond Trustee (including reasonable fees and expenses of agents and counsel)
and the Independent Directors, the Servicing Fee, the fees owed under the
Administration Agreement, and legal and accounting fees, costs and expenses of
the Issuer.

          "Opinion of Counsel" means one or more written opinions of counsel
who may, except as otherwise expressly provided in this Indenture, be
employees of or counsel to the Issuer and who shall be reasonably satisfactory
to the Bond Trustee, and which opinion or opinions shall be addressed to the
Bond Trustee, as Bond Trustee, and shall comply with any applicable
requirements of Section 11.01, and shall be in a form reasonably satisfactory
to the Bond Trustee.

          "Outstanding" means, as of the date of determination, all Transition
Bonds theretofore authenticated and delivered under this Indenture except:

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          (i)Transition Bonds theretofore canceled by the Transition Bond
     Registrar or delivered to the Transition Bond Registrar for cancelation;

          (ii)Transition Bonds or portions thereof the payment for which money
     in the necessary amount has been theretofore deposited with the Bond
     Trustee or any Paying Agent in trust for the Holders of such Transition
     Bonds; (provided, however, that if such Transition Bonds are to be
     redeemed, notice of such redemption has been duly given pursuant to this
     Indenture or provision therefor, satisfactory to the Bond Trustee, made);
     and

          (iii)Transition Bonds in exchange for or in lieu of other Transition
     Bonds which have been authenticated and delivered pursuant to this
     Indenture unless proof satisfactory to the Bond Trustee is presented that
     any such Transition Bonds are held by a bona fide purchaser;

provided that in determining whether the Holders of the requisite Outstanding
Amount of the Transition Bonds or any Series or Class thereof have given any
request, demand, authorization, direction, notice, consent or waiver hereunder
or under any Basic Document, Transition Bonds owned by the Issuer, any other
obligor upon the Transition Bonds, the Transferor, the Seller or any Affiliate
of any of the foregoing Persons shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Bond Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Transition Bonds that the Bond Trustee
actually knows to be so owned shall be so disregarded. Transition Bonds so
owned that have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Bond Trustee the pledgee's
right so to act with respect to such Transition Bonds and that the pledgee is
not the Issuer, any other obligor upon the Transition Bonds, the Transferor,
the Seller or any Affiliate of any of the foregoing Persons.

          "Outstanding Amount" means the aggregate principal amount of all
Transition Bonds or, if the context requires, all Transition Bonds of a Series
or Class Outstanding at the date of determination.

          "Overcollateralization" means, with respect to any Payment Date, an
amount that, if deposited to the Overcollateralization Subaccount, would cause
the balance in such subaccount to equal the Calculated Overcollateralization
Level for such Payment Date, without regard to investment earnings.

          "Overcollateralization Amount" means, with respect to any Series of
Transition Bonds, the amount specified as such in the Series Supplement
therefor.

          "Overcollateralization Subaccount" has the meaning specified in
Section 8.02(a).

          "Paying Agent" means the Bond Trustee or any other Person that meets
the eligibility standards for the Bond Trustee specified in Section 6.11 and
is authorized by the Issuer to make the payments of principal of or premium,
if any, or interest on the Transition Bonds on behalf of the Issuer.

          "Payment Date" means, with respect to any Series or Class, each date
or dates specified as Payment Dates for such Series or Class in the Series
Supplement therefor.

          "Person" means any individual, corporation, estate, partnership,
joint venture, association, joint stock company, trust (including any
beneficiary thereof), business trust, unincorporated organization or
government or any agency or political subdivision thereof.

          "Predecessor Transition Bond" means, with respect to any particular
Transition Bond, every previous Transition Bond evidencing all or a portion of
the same debt as that evidenced by such particular Transition Bond; and, for
the purpose of this definition, any


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Transition Bond authenticated and delivered under Section 2.06 in lieu of a
mutilated, lost, destroyed or stolen Transition Bond shall be deemed to
evidence the same debt as the mutilated, lost, destroyed or stolen Transition
Bond.

          "Proceeding" means any suit in equity, action at law or other
judicial or administrative proceeding.

          "Projected Transition Bond Balance" means, as of any date, the sum
of the amounts provided for in the Expected Amortization Schedules for each
outstanding Series of Transition Bonds and such date.

          "Rating Agency" means Moody's Investors Service Inc., Standard &
Poor's Rating Group and Fitch IBCA, Inc. 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 Bond Trustee and the
Servicer.

          "Rating Agency Condition" means, with respect to any action, the
notification in writing by each Rating Agency to the Transferor, the Seller,
the Servicer, the Bond Trustee and the Issuer that such action will not result
in a reduction or withdrawal of the then current rating by such Rating Agency
of any outstanding Series or Class of Transition Bonds.

          "Record Date" means, with respect to any Payment Date for a Series,
the date set forth as such in the Series Supplement therefor.

          "Redemption Date" means, with respect to any Series or Class, the
date for the redemption of the Transition Bonds of such Series or Class
pursuant to Section 10.01 or the Series Supplement for such Series or Class.

          "Redemption Price" has the meaning specified in Section 10.01.

          "Refunding Issuance" means issuance of a new Series of Transition
Bonds hereunder to pay the cost of refunding, through redemption or payment on
the Expected Final Payment Date for a Series or Class of Transition Bonds, all
or part of the Transition Bonds of such Series or Class to the extent
permitted by the terms thereof.

          "Registered Holder" means, as of any date, the Person in whose name
a Transition Bond is registered on the Transition Bond Register on such date.

          "Required Capital Amount" means, for each Outstanding Series of
Transition Bonds, the amount specified as such in the Series Supplement
therefor.

          "Reserve Subaccount" has the meaning specified in Section 8.02(a).

          "Responsible Officer" means, with respect to the Bond Trustee, any
officer within the Corporate Trust Office of the Bond Trustee, including any
Managing Director, Director, Vice President, Assistant Vice President,
Associate, or any other officer of the Bond Trustee customarily performing
functions similar to those performed by any of the above designated officers
and also, with respect to a particular matter, any other officer to whom such
matter is referred because of such officer's knowledge of and familiarity with
the particular subject.

          "Retiring Bond Trustee" has the meaning specified in Section 6.08.

          "Sale Agreement" means the Intangible Transition Property Sale
Agreement dated as of November 16, 1999, between the Issuer and the Seller, as
amended and supplemented from time to time.

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          "Schedule Revision Date" means (i) the date on which a new Series of
Transition Bonds is issued or any outstanding Series of Transition Bonds is
redeemed or defeased, (ii) any Adjustment Date on which the Intangible
Transition Charges are changed or revised and (iii) any Payment Date on which
payments are not made in accordance with the Expected Amortization Schedule.

          "Series" means any series of Transition Bonds issued and
authenticated pursuant to this Indenture.

          "Series Issuance Date" means, with respect to any Series, the date
on which the Transition Bonds of such Series are to be originally issued in
accordance with Section 2.10 and the Series Supplement for such Series.

          "Series Supplement" means an indenture supplemental to this
Indenture that authorizes a particular Series of Transition Bonds.

          "Series Termination Date" means, with respect to any Series, the
termination date therefor, as specified in the Series Supplement for such
Series.

          "Servicing Agreement" means the Servicing Agreement dated as of
November 16, 1999, between the Issuer and the Servicer, as amended and
supplemented from time to time.

          "Servicing Fee" means, with respect to any Series of Transition
Bonds, the fee payable to the Servicer on each Payment Date for services
rendered, determined pursuant to Section 5.07 of the Servicing Agreement.

          "Standard & Poor's" has the meaning specified in the Servicing
Agreement.

          "State" means any one of the 50 states of the United States of
America or the District of Columbia.

          "Successor Servicer" has the meaning specified in Section 3.20(h).

          "Swap Agreement" means any ISDA Master Agreement, interest rate swap
agreement or agreement with respect to any hedge or similar transaction
entered into by the Issuer.

          "Transfer Agreement" means the Intangible Transition Property
Transfer Agreement dated as of November 16, 1999, between the Transferor and
the Seller, as amended and supplemented from time to time.

          "Transition Bond" means any of the transition bonds (as defined in
the Statute) issued and authenticated pursuant to this Indenture.

          "Transition Bond Balance" means, as of any date, the aggregate
outstanding principal amount of all Series of Transition Bonds on such date.

          "Transition Bond Owner" means, with respect to a Book-Entry
Transition Bond, the Person who is the beneficial owner of such Book-Entry
Transition Bond, as reflected on the books of the Clearing Agency, or on the
books of a Person maintaining an account with such Clearing Agency (directly
as a Clearing Agency Participant or as an indirect participant, in each case
in accordance with the rules of such Clearing Agency).

          "Transition Bond Register" and "Transition Bond Registrar" have the
respective meanings specified in Section 2.05.

          "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939
as in force on the date hereof, unless otherwise specifically provided.

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          "UCC" has the meaning specified in the Servicing Agreement.

          "Underwriting Agreement" means the Underwriting Agreement dated as
of November 3, 1999, among the Issuer, the Transferor, the Seller and the
underwriters named therein.

          "U.S. Government Obligations" means direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States of America (including any agency or instrumentality thereof) for
the payment of which the full faith and credit of the United States of America
is pledged and which are not callable at the issuer's option.

          (b) Except as otherwise specified herein or as the context may
otherwise require, each of the following terms has the meaning set forth in
the Transfer Agreement for all purposes of this Indenture, and the definitions
of such terms are equally applicable both to the singular and plural forms of
such terms:

                Term                              Section of Transfer Agreement

Initial Intangible Transition Property.................. Section 1.01(a)
Intangible Transition Charges........................... Section 1.01(a)
Intangible Transition Property.......................... Section 1.01(a)
ITC Collections......................................... Section 1.01(a)
PUC .................................................... Section 1.01(a)
Qualified Rate Order ................................... Section 1.01(a)
Seller ................................................. Section 1.01(a)
Servicer ............................................... Section 1.01(a)
Servicer Default ....................................... Section 1.01(a)
Statute ................................................ Section 1.01(a)
Subsequent Intangible Transition Property............... Section 1.01(a)
Transferor.............................................. Section 1.01(a)
Transferred Intangible Transition Property.............. Section 1.01(a)

          SECTION 1.02. Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. Each of the
following TIA terms used in this Indenture has the following meaning:

          "Commission" means the Securities and Exchange Commission.

          "indenture securities" means the Transition Bonds.

          "indenture to be qualified" means this Indenture.

          "indenture trustee" or "institutional trustee" means the Bond
          Trustee.

          All other TIA terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by Commission rule
have the meaning assigned to them by such definitions.

          SECTION 1.03. Rules of Construction. Unless the context otherwise
requires:

          (i) a term has the meaning assigned to it;

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          (ii) an accounting term not otherwise defined has the meaning
     assigned to it in accordance with generally accepted accounting
     principles as in effect from time to time;

          (iii) "or" is not exclusive;

          (iv) "including" means including without limitation;

          (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 Transition Bonds

          SECTION 2.01. Form. The Transition Bonds and the Bond Trustee's
certificate of authentication shall be in substantially the forms set forth in
Exhibit A to the applicable Series Supplement, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture or by the related Series Supplement and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may, consistently herewith, be determined by
the Authorized Officers of the Issuer executing such Transition Bonds, as
evidenced by their execution of such Transition Bonds. Any portion of the text
of any Transition Bond may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Transition Bond. Each
Transition Bond shall be dated the date of its authentication.

          The Transition Bonds shall be typewritten, printed, lithographed or
engraved or produced by any combination of these methods (with or without
steel engraved borders), all as determined by the Authorized Officers of the
Issuer executing such Transition Bonds, as evidenced by their execution of
such Transition Bonds.

          Each Transition Bond shall bear upon its face the designation so
selected for the Series or Class to which it belongs. The terms of all
Transition Bonds of the same Series shall be the same, unless such Series is
comprised of one or more Classes, in which case the terms of all Transition
Bonds of the same Class shall be the same.

          All Definitive Transition Bonds shall bear the legend set forth in
Exhibit A to the applicable Series Supplement.

          SECTION 2.02. Execution, Authentication and Delivery. The Transition
Bonds shall be executed on behalf of the Issuer by an Authorized Officer of
the Issuer. The signature of any such Authorized Officer on the Transition
Bonds may be manual or facsimile.

          Transition Bonds bearing the manual or facsimile signature of
individuals who were at any time Authorized 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
Transition Bonds or did not hold such offices at the date of such Transition
Bonds.

          At any time and from time to time after the execution and delivery
of this Indenture, the Issuer may deliver Transition Bonds executed on behalf
of the Issuer to the Bond Trustee pursuant to an Issuer Order for
authentication; and the Bond Trustee shall authenticate and deliver such
Transition Bond as in this Indenture provided and not otherwise.

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          No Transition Bond shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose, unless there appears on
such Transition Bond a certificate of authentication substantially in the form
provided for herein executed by the Bond Trustee by the manual signature of
one of its authorized signatories, and such certificate upon any Transition
Bond shall be conclusive evidence, and the only evidence, that such Transition
Bond has been duly authenticated and delivered hereunder.

          SECTION 2.03. Denominations; Transition Bonds Issuable in Series.
The Transition Bonds of each Series shall be issuable as registered Transition
Bonds in the Authorized Initial Denominations specified in the Series
Supplement therefor.

          The Transition Bonds may, at the election of and as authorized by an
Authorized Officer of the Issuer, and set forth in a Series Supplement, be
issued in one or more Series (each comprised of one or more Classes), and
shall be designated generally as the "Transition Bonds" of the Issuer, with
such further particular designations added or incorporated in such title for
the Transition Bonds of any particular Series or Class as an Authorized
Officer of the Issuer may determine and be set forth in the Series Supplement
therefor.

          Each Series of Transition Bonds shall be created by a Series
Supplement authorized by an Authorized Officer of the Issuer and establishing
the terms and provisions of such Series. The several Series and Classes
thereof may differ as between Series and Classes, in respect of any of the
following matters:

          (i) designation of the Series and, if applicable, the Classes
     thereof;

          (ii) the aggregate principal amount of the Transition Bonds of the
     Series and, if applicable, each Class thereof;

          (iii) the Bond Rate of the Series and, if applicable, each Class
     thereof or the formula, if any, used to calculate the applicable Bond
     Rate or Bond Rates for the Series;

          (iv) the Payment Dates for the Series;

          (v) the Expected Final Payment Date of the Series, and, if
     applicable, each Class thereof;

          (vi) the Series Termination Date for the Series and, if applicable,
     the Class Termination Dates for each Class thereof;

          (vii) the Series Issuance Date for the Series;

          (viii) the place or places for payments with respect to the Series;

          (ix) the Authorized Initial Denominations for the Series;

          (x) the provisions, if any, for redemption of the Series by the
     Issuer;

          (xi) the Expected Amortization Schedule for the Series;

          (xii) the Overcollateralization Amount with respect to the Series and
     the Calculated Overcollateralization Level for each Payment Date;

          (xiii) the Required Capital Amount;

          (xiv) the Calculation Dates and Adjustment Dates for the Series;

          (xv) the credit enhancement applicable to the Series; and

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          (xvi) any other terms of the Series or Class that are not
     inconsistent with the provisions of this Indenture.

          SECTION 2.04. Temporary Transition Bonds. Pending the preparation of
definitive Transition Bonds, or by agreement of the purchasers of all
Transition Bonds or, in the case of Transition Bonds held in a book-entry only
system by a Clearing Agency, the Issuer may execute, and upon receipt of an
Issuer Order the Bond Trustee shall authenticate and deliver, temporary
Transition Bonds which are printed, lithographed, typewritten, mimeographed or
otherwise produced, of the tenor of the definitive Transition Bonds in lieu of
which they are issued and with such variations not inconsistent with the terms
of this Indenture as the Authorized Officers of the Issuer executing such
Transition Bonds may determine, as evidenced by their execution of such
Transition Bonds.

          If temporary Transition Bonds are issued, the Issuer will cause
definitive Transition Bonds to be prepared without unreasonable delay except
where temporary Transition Bonds are held by a Clearing Agency. After the
preparation of definitive Transition Bonds, the temporary Transition Bonds
shall be exchangeable for definitive Transition Bonds upon surrender of the
temporary Transition Bonds at the office or agency of the Issuer to be
maintained as provided in Section 3.02, without charge to the Holder. Upon
surrender for cancelation of any one or more temporary Transition Bonds, the
Issuer shall execute and the Bond Trustee shall authenticate and deliver in
exchange therefor a like initial principal amount of definitive Transition
Bonds in Authorized Initial Denominations. Until so exchanged, the temporary
Transition Bonds shall in all respects be entitled to the same benefits under
this Indenture as definitive Transition Bonds.

          SECTION 2.05. Registration; Registration of Transfer and Exchange.
The Issuer shall cause to be kept a register (the "Transition Bond Register")
in which, subject to such reasonable regulations as it may prescribe, the
Issuer shall provide for the registration of Transition Bonds and the
registration of transfers of Transition Bonds. The Bond Trustee shall be
"Transition Bond Registrar" for the purpose of registering Transition Bonds
and transfers of Transition Bonds as herein provided. Upon any resignation of
any Transition Bond Registrar, the Issuer shall promptly appoint a successor
or, if it elects not to make such an appointment, assume the duties of
Transition Bond Registrar.

          If a Person other than the Bond Trustee is appointed by the Issuer
as Transition Bond Registrar, the Issuer will give the Bond Trustee prompt
written notice of the appointment of such Transition Bond Registrar and of the
location, and any change in the location, of the Transition Bond Register, and
the Bond Trustee shall have the right to inspect the Transition Bond Register
at all reasonable times and to obtain copies thereof, and the Bond Trustee
shall have the right to rely upon a certificate executed on behalf of the
Transition Bond Registrar by an Authorized Officer thereof as to the names and
addresses of the Holders of the Transition Bonds and the principal amounts and
number of such Transition Bonds.

          Upon surrender for registration of transfer of any Transition Bond
at the office or agency of the Issuer to be maintained as provided in Section
3.02, the Issuer shall execute, and the Bond Trustee shall authenticate and
the Transition Bondholder shall obtain from the Bond Trustee, in the name of
the designated transferee or transferees, one or more new Transition Bonds in
any Authorized Initial Denominations, of a like Series (and, if applicable,
Class) and aggregate initial principal amount.

          At the option of the Holder, Transition Bonds may be exchanged for
other Transition Bonds of a like Series (and, if applicable, Class) and
aggregate initial principal amount in Authorized Initial Denominations, upon
surrender of the Transition Bonds to be exchanged at such office or agency.
Whenever any Transition Bonds are so surrendered for exchange, the Issuer
shall execute, and the Bond Trustee shall authenticate and the Transition
Bondholder shall

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obtain from the Bond Trustee, the Transition Bonds which the Transition
Bondholder making the exchange is entitled to receive.

          All Transition Bonds issued upon any registration of transfer or
exchange of Transition Bonds shall be the valid obligations of the Issuer,
evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Transition Bonds surrendered upon such registration of
transfer or exchange.

          Every Transition Bond presented or surrendered for registration of
transfer or exchange shall be duly endorsed by, or be accompanied by a written
instrument of transfer in the form set forth in Exhibit A to the applicable
Series Supplement or such other form as is satisfactory to the Bond Trustee
duly executed by, the Holder thereof or such Holder's attorney duly authorized
in writing, with such signature guaranteed by an Eligible Guarantor
Institution in the form set forth in such Transition Bond.

          No service charge shall be made to a Holder for any registration of
transfer or exchange of Transition Bonds, but, other than in respect of
exchanges pursuant to Section 2.04 or 9.06 not involving any transfer, the
Issuer may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Transition Bonds.

          The preceding provisions of this Section notwithstanding, the Issuer
shall not be required to make, and the Transition Bond Registrar need not
register, transfers or exchanges of Transition Bonds selected for redemption
or transfers or exchanges of any Transition Bond for a period of 15 days
preceding the date on which final payment of principal is to be made with
respect to such Transition Bond.

          SECTION 2.06. Mutilated, Destroyed, Lost or Stolen Transition Bonds.
If (i) any mutilated Transition Bond is surrendered to the Bond Trustee, or
the Bond Trustee receives evidence to its satisfaction of the destruction,
loss or theft of any Transition Bond, and (ii) there is delivered to the Bond
Trustee such security or indemnity as may be required by it to hold the Issuer
and the Bond Trustee harmless, then, in the absence of notice to the Issuer,
the Transition Bond Registrar or the Bond Trustee that such Transition Bond
has been acquired by a bona fide purchaser, the Issuer shall execute, and upon
the Issuer's request the Bond Trustee shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Transition Bond, a replacement Transition Bond of like Series (and, if
applicable, Class), tenor and initial principal amount in Authorized Initial
Denominations, bearing a number not contemporaneously outstanding; provided,
however, that if any such destroyed, lost or stolen Transition Bond, but not a
mutilated Transition Bond, shall have become or within seven days shall be due
and payable, or shall have been called for redemption, instead of issuing a
replacement Transition Bond, the Issuer may pay such destroyed, lost or stolen
Transition Bond when so due or payable or upon the Redemption Date without
surrender thereof. If, after the delivery of such replacement Transition Bond
or payment of a destroyed, lost or stolen Transition Bond pursuant to the
proviso to the preceding sentence, a bona fide purchaser of the original
Transition Bond in lieu of which such replacement Transition Bond was issued
presents for payment such original Transition Bond, the Issuer and the Bond
Trustee shall be entitled to recover such replacement Transition Bond (or such
payment) from the Person to whom it was delivered or any Person taking such
replacement Transition Bond from such Person to whom such replacement
Transition Bond was delivered or any assignee of such Person, except a bona
fide 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 Bond Trustee in connection therewith.

          Upon the issuance of any replacement Transition Bond under this
Section, the Issuer may require the payment by the Holder of such Transition
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 Bond Trustee) connected therewith.

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          Every replacement Transition Bond issued pursuant to this Section in
replacement of any mutilated, destroyed, lost or stolen Transition Bond shall
constitute an original additional contractual obligation of the Issuer,
whether or not the mutilated, destroyed, lost or stolen Transition Bond shall
be at any time enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other
Transition Bonds duly issued hereunder.

          The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Transition
Bonds.

          SECTION 2.07. Persons Deemed Owner. Prior to due presentment for
registration of transfer of any Transition Bond, the Issuer, the Bond Trustee
and any agent of the Issuer or the Bond Trustee may treat the Person in whose
name any Transition Bond is registered (as of the day of determination) as the
owner of such Transition Bond for the purpose of receiving payments of
principal of and premium, if any, and interest on such Transition Bond and for
all other purposes whatsoever, whether or not such Transition Bond be overdue,
and neither the Issuer, the Bond Trustee nor any agent of the Issuer or the
Bond Trustee shall be affected by notice to the contrary.

          SECTION 2.08. Payment of Principal, Premium, if any, and Interest;
Interest on Overdue Principal and Premium, if any; Principal, Premium and
Interest Rights Preserved. (a) The Transition Bonds shall accrue interest as
provided in the form of Transition Bond attached to the Series Supplement for
such Transition Bonds, at the applicable Bond Rate specified therein, and such
interest shall be payable on each Payment Date as specified therein. Any
instalment of interest, principal or premium, if any, payable on any
Transition Bond which is punctually paid or duly provided for by the Issuer on
the applicable Payment Date shall be paid to the Person in whose name such
Transition Bond (or one or more Predecessor Transition Bonds) is registered on
the Record Date for such Payment Date, by check mailed first-class, postage
prepaid to such Person's address as it appears on the Transition Bond Register
on such Record Date or in such other manner as may be provided in the related
Series Supplement, except that with respect to Transition Bonds registered on
a Record Date in the name of the nominee of the Clearing Agency (initially,
such nominee to be Cede & Co.), payments will be made by wire transfer in
immediately available funds to the account designated by such nominee and
except for the final instalment of principal and premium, if any, payable with
respect to such Transition Bond on a Payment Date which shall be payable as
provided in clause (b) below. The funds represented by any such checks
returned undelivered shall be held in accordance with Section 3.03 hereof.

          (b) The principal of each Transition Bond of each Series (and, if
applicable, Class) shall be payable in instalments on each Payment Date
specified in the Expected Amortization Schedule included in the form of
Transition Bond attached to the Series Supplement for such Transition Bonds,
but only to the extent that moneys are available for such payment pursuant to
Section 8.02. Failure to pay in accordance with such Expected Amortization
Schedule because moneys are not so available pursuant to Section 8.02 to make
such payments shall not constitute a Default or Event of Default under this
Indenture. Notwithstanding the foregoing, the entire unpaid principal amount
of the Transition Bonds of any Series or Class shall be due and payable, if
not previously paid (i) on the Series Termination Date (or, if applicable,
Class Termination Date) therefor, (ii) on the date on which the Transition
Bonds of all Series have been declared immediately due and payable in
accordance with Section 5.02 or (iii) on the Redemption Date, if any,
therefor. The Bond Trustee shall notify the Person in whose name a Transition
Bond is registered at the close of business on the Record Date second
preceding the Payment Date on which the Issuer expects that the final
instalment of principal of and premium, if any, and interest on such
Transition Bond will be paid. Such notice shall be mailed no later than five
days prior to such final Payment Date and shall specify that such final
instalment of principal and premium, if any, will be payable to the Person in
whose name a Transition Bond is registered at the close of business on the
Record Date immediately preceding such final Payment Date and only upon
presentation and surrender of such Transition Bond and shall specify the place
where such

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Transition Bond may be presented and surrendered for payment of such
instalment. Notices in connection with redemptions of Transition Bonds shall
be mailed to Transition Bondholders as provided in Section 10.03.

          (c) If the Issuer defaults in a payment of interest on the
Transition Bonds of any Series, the Issuer shall pay defaulted interest (plus
interest on such defaulted interest at the applicable Bond Rate to the extent
lawful) in any lawful manner. The Issuer may pay such defaulted interest to
the Persons who are Transition Bondholders on a subsequent special record
date, which date shall be at least five Business Days prior to the payment
date. The Issuer shall fix or cause to be fixed any such special record date
and payment date, and, at least 15 days before any such special record date,
the Issuer shall mail to each affected Transition Bondholder a notice that
states the special record date, the payment date and the amount of defaulted
interest to be paid.

          SECTION 2.09. Cancelation. All Transition Bonds surrendered for
payment, registration of transfer, exchange or redemption shall, if
surrendered to any Person other than the Bond Trustee, be delivered to the
Bond Trustee and shall be promptly canceled by the Bond Trustee. The Issuer
may at any time deliver to the Bond Trustee for cancelation any Transition
Bonds previously authenticated and delivered hereunder which the Issuer may
have acquired in any manner whatsoever, and all Transition Bonds so delivered
shall be promptly canceled by the Bond Trustee. No Transition Bonds shall be
authenticated in lieu of or in exchange for any Transition Bonds canceled as
provided in this Section, except as expressly permitted by this Indenture. All
canceled Transition Bonds may be held or disposed of by the Bond Trustee in
accordance with its standard retention or disposal policy as in effect at the
time unless the Issuer shall direct by an Issuer Order that they be destroyed
or returned to it; provided that such Issuer Order is timely and the
Transition Bonds have not been previously disposed of by the Bond Trustee.

          SECTION 2.10. Authentication and Delivery of Transition Bonds. The
Issuer may issue Transition Bonds of a new Series from time to time as a
Financing Issuance or a Refunding Issuance.

          Transition Bonds of a new Series may from time to time be executed
by the Issuer and delivered to the Bond Trustee for authentication and
thereupon the same shall be authenticated and delivered by the Bond Trustee
upon Issuer Request and upon delivery by the Issuer, at the Issuer's expense,
to the Bond Trustee of the following:

          (1) Authentication Order. An Issuer Order authorizing and directing
     the execution, authentication and delivery of the Transition Bonds by the
     Bond Trustee and specifying the principal amount of Transition Bonds to
     be authenticated.

          (2) Authorizations. Either (i) a certificate of authentication or
     other official document evidencing the due authorization, approval or
     consent of any governmental body or bodies at the time having
     jurisdiction, together with an Opinion of Counsel that the Bond Trustee
     is entitled to rely on that the authorization, approval, or consent of no
     other governmental body is required for the valid issuance,
     authentication and delivery of such Transition Bonds, or (ii) an Opinion
     of Counsel that no such authorization, approval, or consent of any
     governmental body is required, except for, in the case of (i) and (ii),
     such registrations as are required under the Blue Sky and securities laws
     of any State.

          (3) Authorizing Certificate. A certified resolution of the Issuer
     authorizing the execution and delivery of the Series Supplement for the
     Transition Bonds applied for and the execution, authentication and
     delivery of such Transition Bonds.

          (4) A Series Supplement for the Series of Transition Bonds applied
     for, which shall set forth the provisions and form of the Transition
     Bonds of such Series (and, if applicable, each Class thereof).

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          (5) Certificates of the Issuer, the Transferor and the Seller. (a)
     An Officer's Certificate from the Issuer, dated as of the Series Issuance
     Date, stating: (i) that no Default has occurred and is continuing under
     this Indenture and that the issuance of the Transition Bonds applied for
     will not result in any Default; (ii) that the Issuer has appointed the
     firm of independent certified public accountants as contemplated in
     Section 8.05; (iii) that attached thereto are duly executed, true and
     complete copies of the Transfer Agreement, the Sale Agreement and the
     Servicing Agreement; (iv) that all filings with the PUC pursuant to the
     Statute and all UCC financing statements with respect to the Collateral
     which are required to be filed by the terms of the Transfer Agreement,
     the Sale Agreement, the Servicing Agreement or this Indenture have been
     filed as required; and (v) that all conditions precedent provided in the
     Indenture relating to the authentication and delivery of the Transition
     Bonds have been complied with.

          (b) An Officer's Certificate from the Transferor, dated as of the
Series Issuance Date, to the effect that, in the case of the Intangible
Transition Property to be transferred to the Seller on such date immediately
prior to the conveyance thereof to the Seller pursuant to the Transfer
Agreement:

          (i) the Transferor is the sole owner of such Intangible Transition
     Property; such Intangible Transition Property has been validly
     transferred and sold to the Seller free and clear of all Liens (other
     than Liens created by the Issuer pursuant to this Indenture); the
     Transferor has the corporate power and authority to own, sell and assign
     such Intangible Transition Property to the Seller; and the Transferor has
     duly authorized such sale and assignment to the Seller by all necessary
     corporate action; and

          (ii) the attached copy of the Qualified Rate Order creating such
     Intangible Transition Property is true and correct and is in full force
     and effect.

          (c) An Officer's Certificate from the Seller, dated as of the Series
Issuance Date, to the effect that, in the case of the Intangible Transition
Property to be transferred to the Issuer on such date immediately prior to the
conveyance thereof to the Issuer pursuant to the Sale Agreement: the Seller is
the sole owner of such Intangible Transition Property; such Intangible
Transition Property has been validly transferred and sold to the Issuer free
and clear of all Liens (other than Liens created by the Issuer pursuant to
this Indenture); the Seller has the corporate power and authority to own, sell
and assign such Intangible Transition Property to the Issuer; and the Seller
has duly authorized such sale and assignment to the Issuer by all necessary
corporate action.

          (6) Opinion of Counsel. An Opinion of Counsel, portions of which may
be delivered by counsel for the Issuer and portions of which may be delivered
by counsel for the Transferor, the Seller and the Servicer, dated as of the
Series Issuance Date, to the collective effect that:

          (a) the Issuer has the power and authority to execute and deliver
     the Series Supplement and this Indenture and to issue the Transition
     Bonds applied for, each of the Series Supplement and this Indenture, and
     the Transition Bonds applied for have been duly authorized and executed,
     and the Issuer is duly organized and in good standing under the laws of
     the jurisdiction of its organization;

          (b) the Transition Bonds applied for, when authenticated in
     accordance with the provisions of the Indenture and delivered, will
     constitute valid and binding obligations of the Issuer entitled to the
     benefits of the Indenture and the related Series Supplement;

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          (c) the Indenture (including the related Series Supplement), the
     Sale Agreement and the Servicing Agreement are valid and binding
     agreements of the Issuer, enforceable in accordance with their respective
     terms except as such enforceability may be subject to bankruptcy,
     insolvency, reorganization and other similar laws affecting the rights of
     creditors generally and general principles of equity (regardless of
     whether such enforceability is considered in a proceeding in equity or at
     law);

          (d) the Transfer Agreement is a valid and binding agreement of the
     Transferor, enforceable against the Transferor in accordance with its
     terms except as such enforceability may be subject to bankruptcy,
     insolvency, reorganization and other similar laws affecting the rights of
     creditors generally and general principles of equity (regardless of
     whether such enforcement is considered in a proceeding in equity or at
     law);

          (e) the Sale Agreement is a valid and binding agreement of the
     Seller, enforceable against the Seller in accordance with its terms
     except as such enforceability may be subject to bankruptcy, insolvency,
     reorganization and other similar laws affecting the rights of creditors
     generally and general principles of equity (regardless of whether such
     enforcement is considered in a proceeding in equity or at law);

          (f) the Servicing Agreement is a valid and binding agreement of the
     Servicer, enforceable against the Servicer in accordance with its terms
     except as such enforceability may be subject to bankruptcy, insolvency,
     reorganization and other similar laws affecting the rights of creditors
     generally and general principles of equity (regardless of whether such
     enforcement is considered in a proceeding in equity or at law);

          (g) all filings with the PUC pursuant to the Statute that are
     necessary to transfer the Intangible Transition Property to the Seller
     and subsequently from the Seller to the Issuer have been executed and
     filed. Except for continuation filings with the PUC 12 years after the
     dates of the Transfer Agreement and the Sale Agreement, all filings,
     including filings with the PUC pursuant to the Statute, that are
     necessary to fully preserve and protect the interests of the Seller and
     the Issuer in the Transferred Intangible Transition Property have been
     executed and filed.

          (h)(I) to the extent that the provisions of Section 2812 of the
     Statute apply to the grant of a security interest by the Issuer in the
     Collateral pursuant to this Indenture, then upon the giving of value by
     the Bond Trustee to the Issuer with respect to the Collateral, (A) this
     Indenture creates in favor of the Bond Trustee a security interest in the
     rights of the Issuer in the Collateral, (B) such security interest is
     valid and enforceable against the Issuer and third parties (subject to
     the rights of any third parties holding security interests in such
     Collateral perfected in the manner described in Section 2812 of the
     Statute), and has attached, (C) such security interest is perfected, and
     (D) such perfected security interest is of first priority; and (II) to
     the extent that the provisions of Section 2812 of the Statute do not
     apply to the grant of a security interest by the Issuer in the Collateral
     pursuant to this Indenture, then upon the giving of value by the Bond
     Trustee to the Issuer with respect to the Collateral, (A) this Indenture
     creates in favor of the Bond Trustee a security interest in the rights of
     the Issuer in the Collateral, (B) such security interest is enforceable
     against the Issuer and third parties with respect to such Collateral, (C)
     such security interest is perfected, and (D) such perfected security
     interest is of first priority;

          (i) the Indenture has been duly qualified under the Trust Indenture
     Act and either the Series Supplement for the Transition Bonds applied for
     has been

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     duly qualified under the Trust Indenture Act or no such qualification of
     such Series Supplement is necessary;

          (j) the Issuer is not an "investment company" or under the "control"
     of an "investment company" as such terms are defined under the Investment
     Company Act of 1940, as amended;

          (k) all instruments furnished to the Bond Trustee conform to the
     requirements of this Indenture and constitute all the documents required
     to be delivered hereunder for the Bond Trustee to authenticate and
     deliver the Transition Bonds applied for, and all conditions precedent
     provided for in this Indenture relating to the authentication and
     delivery of the Transition Bonds have been complied with;

          (l) either (A) the registration statement covering the Transition
     Bonds is effective under the Securities Act of 1933 and, to the best of
     such counsel's knowledge and information, no stop order suspending the
     effectiveness of such registration statement has been issued under the
     Securities Act of 1933 nor have proceedings therefor been instituted or
     threatened by the Commission or (B) the Transition Bonds are exempt from
     the registration requirements under the Securities Act of 1933;

          (m) the Indenture (including the related Series Supplement) has been
     duly authorized, executed and delivered by the Issuer; and

          (n) the Transfer Agreement, the Sale Agreement and the Servicing
     Agreement have been duly authorized, executed and delivered by the
     Issuer, the Transferor, the Seller and the Servicer as applicable.

          (7) Accountant's Certificate or Opinion. A certificate or opinion,
addressed to the Issuer and the Bond Trustee complying with the requirements
of Section 11.01 hereof, of a firm of Independent certified public accountants
of recognized national reputation to the effect that (a) such accountants are
Independent with respect to the Issuer within the meaning of the Indenture,
and are independent public accountants within the meaning of the standards of
The American Institute of Certified Public Accountants, and (b) with respect
to the Collateral, they have made such calculations as they deemed necessary
for the purpose and determined that, based on the assumptions used in
calculating the initial Intangible Transition Charges with respect to the
Transferred Intangible Transition Property or, if applicable, the most recent
revised Intangible Transition Charges with respect to the Transferred
Intangible Transition Property, and taking into account amounts on deposit in
the Reserve Subaccount, as of the Series Issuance Date for such Series (after
giving effect to the issuance of such Series and the application of the
proceeds therefrom) such Intangible Transition Charges are sufficient to (a)
pay Operating Expenses when incurred, (b) pay interest on each Series of
Transition Bonds at their respective Bond Rates when due, or, with respect to
Classes or Series for which a Swap Agreement is in effect and any payments due
thereunder from the applicable Counterparty are being received by the Issuer,
regular fixed payments due to the related Counterparties (not including any
breakage or termination payments), (c) pay principal of the Transition Bonds
of all Series in accordance with their respective Expected Amortization
Schedules, (d) replenish the Capital Subaccount up to the Required Capital
Amount as of each Payment Date and (e) fund the Calculated
Overcollateralization Level as of each Payment Date.

          (8) Rating Agency Condition. The Bond Trustee shall receive written
notice reasonably satisfactory to it from each Rating Agency that the Rating
Agency Condition will be satisfied with respect to the issuance of such new
Series.

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          (9) Bills of Sale. If the issuance of an additional Series of
Transition Bonds is a Financing Issuance, the Bill of Sale delivered to the
Issuer under the Sale Agreement and the Bill of Sale delivered to the Seller
under the Transfer Agreement, in each case with respect to the Intangible
Transition Property being purchased with the proceeds of such Financing
Issuance.

          (10) Moneys for Refunding. If the issuance of a Series of Transition
Bonds is a Refunding Issuance, the amount of money necessary to pay the
outstanding principal balance of, and premium and interest on, the Transition
Bonds being refunded to either the Redemption Date for Transition Bonds being
refunded upon redemption, such money to be deposited into a separate account
with the Bond Trustee.

          (11) Other Requirements. Such other documents, certificates,
agreements, instruments or opinions as the Bond Trustee may reasonably require.

          SECTION 2.11. Book-Entry Transition Bonds. Unless otherwise
specified in the related Series Supplement, each Series of Transition Bonds,
upon original issuance, will be issued in the form of a typewritten Transition
Bond or Transition Bonds representing the Book-Entry Transition Bonds, to be
delivered to The Depository Trust Company, the initial Clearing Agency, by, or
on behalf of, the Issuer. Such Transition Bond shall initially be registered
on the Transition Bond Register in the name of Cede & Co., the nominee of the
initial Clearing Agency, and no Transition Bond Owner will receive a
definitive Transition Bond representing such Transition Bond Owner's interest
in such Transition Bond, except as provided in Section 2.13. Unless and until
definitive, fully registered Transition Bonds (the "Definitive Transition
Bonds") have been issued to Transition Bond Owners pursuant to Section 2.13:

          (i)the provisions of this Section shall be in full force and effect;

          (ii)the Transition Bond Registrar and the Bond Trustee shall be
     entitled to deal with the Clearing Agency for all purposes of this
     Indenture (including the payment of principal of and premium, if any, and
     interest on the Transition Bonds and the giving of instructions or
     directions hereunder) as the sole holder of the Transition Bonds, and
     shall have no obligation to the Transition Bond Owners;

          (iii)to the extent that the provisions of this Section conflict with
     any other provisions of this Indenture, the provisions of this Section
     shall control;

          (iv)the rights of Transition Bond Owners shall be exercised only
     through the Clearing Agency and shall be limited to those established by
     law and agreements between such Transition Bond Owners and the Clearing
     Agency or the Clearing Agency Participants. Pursuant to the DTC
     Agreement, unless and until Definitive Transition Bonds are issued
     pursuant to Section 2.13, the initial Clearing Agency will make book-
     entry transfers among the Clearing Agency Participants and receive and
     transmit payments of principal of and premium, if any, and interest on
     the Transition Bonds to such Clearing Agency Participants; and

          (v)whenever this Indenture requires or permits actions to be taken
     based upon instructions or directions of Holders of Transition Bonds
     evidencing a specified percentage of the Outstanding Amount of the
     Transition Bonds or a Series or Class thereof, the Clearing Agency shall
     be deemed to represent such percentage only to the extent that it has
     received instructions to such effect from Transition Bond Owners or
     Clearing Agency Participants owning or representing, respectively, such
     required percentage of the beneficial interest in the Transition Bonds or
     such Series or Class and has delivered such instructions to the Bond
     Trustee.

          SECTION 2.12. Notices to Clearing Agency. Whenever a notice or other
communication to the Transition Bondholders is required under this Indenture,
unless and until

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Definitive Transition Bonds shall have been issued to Transition Bond Owners
pursuant to Section 2.13, the Bond Trustee shall give all such notices and
communications specified herein to be given to Transition Bondholders to the
Clearing Agency, and shall have no obligation to the Transition Bond Owners.

          SECTION 2.13. Definitive Transition Bonds. If (i) the Issuer advises
the Bond Trustee in writing that the Clearing Agency is no longer willing or
able to properly discharge its responsibilities as depository with respect to
any Series or Class of Transition Bonds and the Issuer is unable to locate a
qualified successor, (ii) the Issuer, at its option, advises the Bond Trustee
in writing that it elects to terminate the book-entry system through the
Clearing Agency with respect to any Series or Class of Transition Bonds or
(iii) after the occurrence of an Event of Default, Transition Bond Owners
representing beneficial interests aggregating at least a majority of the
Outstanding Amount of the Transition Bonds of all Series advise the Bond
Trustee through the Clearing Agency in writing that the continuation of a
book-entry system through the Clearing Agency is no longer in the best
interests of the Transition Bond Owners, then the Clearing Agency shall notify
all affected Transition Bond Owners and the Bond Trustee of the occurrence of
any such event and of the availability of Definitive Transition Bonds to
affected Transition Bond Owners requesting the same. Upon surrender to the
Bond Trustee of the typewritten Transition Bond or Transition Bonds
representing the Book-Entry Transition Bonds by the Clearing Agency,
accompanied by registration instructions, the Issuer shall execute and the
Bond Trustee shall authenticate the Definitive Transition Bonds in accordance
with the instructions of the Clearing Agency. None of the Issuer, the
Transition Bond Registrar or the Bond Trustee shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Transition Bonds, the Bond Trustee shall recognize the Holders of the
Definitive Transition Bonds as Transition Bondholders.

                                  ARTICLE III

                                   Covenants

          SECTION 3.01. Payment of Principal, Premium, if any, and Interest.
The Issuer will duly and punctually pay the principal of and premium, if any,
and interest on the Transition Bonds in accordance with the terms of the
Transition Bonds and this Indenture; provided that except on the Series
Termination Date, the Class Termination Date, or the Redemption Date for a
Series or Class of Transition Bonds or upon the acceleration of the Transition
Bonds following the occurrence of an Event of Default, the Issuer shall only
be obligated to pay the principal of such Transition 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 by any Person from a
payment to any Transition Bondholder of interest or principal or premium, if
any, shall be considered as having been paid by the Issuer to such Transition
Bondholder for all purposes of this Indenture.

          SECTION 3.02. Maintenance of Office or Agency. The Issuer will
maintain in the Borough of Manhattan, the City of New York, an office or
agency where Transition Bonds may be surrendered for registration of transfer
or exchange, and where notices and demands to or upon the Issuer in respect of
the Transition Bonds and this Indenture may be served. The Issuer hereby
initially appoints the Bond Trustee to serve as its agent for the foregoing
purposes. The Issuer will give prompt written notice to the Bond 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 Bond Trustee with the address thereof, such
surrenders, notices and demands may be made or served at the Corporate Trust
Office, and the Issuer hereby appoints the Bond Trustee as its agent to
receive all such surrenders, notices and demands.

          SECTION 3.03. Money for Payments To Be Held in Trust. As provided in
Section 8.02(a), all payments of principal of, or premium and interest on, the
Transition Bonds that are to be made from amounts withdrawn from the
Collection Account pursuant to

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Section 8.02(d), (e) or (f) or Section 4.03 shall be made on behalf of the
Issuer by the Bond Trustee or by another Paying Agent, and no amounts so
withdrawn from the Collection Account for payments of Transition Bonds shall
be paid over to the Issuer except as provided in this Section and in Section
8.02.

          The Issuer will cause each Paying Agent other than the Bond Trustee
to execute and deliver to the Bond Trustee an instrument in which such Paying
Agent shall agree with the Bond Trustee (and if the Bond Trustee acts as
Paying Agent, it hereby so agrees), subject to the provisions of this Section,
that such Paying Agent will:

          (i)hold all sums held by it for the payment of principal of, or
     premium or interest on, the Transition Bonds in trust for the benefit of
     the Persons entitled thereto until such sums shall be paid to such
     Persons or otherwise disposed of as herein provided and pay such sums to
     such Persons as herein provided;

          (ii)give the Bond Trustee notice of any Default by the Issuer (or
     any other obligor upon the Transition Bonds) of which the Paying Agent
     has actual knowledge in the making of any payment required to be made
     with respect to the Transition Bonds;

          (iii)at any time during the continuance of any such Default, upon
     the written request of the Bond Trustee, forthwith pay to the Bond
     Trustee all sums so held in trust by such Paying Agent;

          (iv)immediately resign as a Paying Agent and forthwith pay to the
     Bond Trustee all sums held by the Paying Agent in trust for the payment
     of Transition Bonds if at any time the Paying Agent ceases to meet the
     standards required to be met by a Paying Agent at the time of its
     appointment; and

          (v) comply with all requirements of the Code with respect to the
     withholding from any payments made by it on any Transition Bonds of any
     applicable withholding taxes imposed thereon and with respect to any
     applicable reporting requirements in connection therewith.

          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 Bond Trustee all sums held
in trust by such Paying Agent, such sums to be held by the Bond 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 Bond 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 Bond Trustee or any Paying Agent in trust for the payment of
any amount of principal of, premium on, if any, or interest on any Transition
Bond and remaining unclaimed for two years after such amount has become due
and payable shall be discharged from such trust and be paid to the Issuer on
Issuer Request; and the Holder of such Transition Bond shall thereafter, as an
unsecured general creditor, look only to the Issuer for payment thereof (but
only to the extent of the amounts so paid to the Issuer), and all liability of
the Bond Trustee or such Paying Agent with respect to such trust money shall
thereupon cease; provided, however, that the Bond 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 30 days
from the date of such publication, any unclaimed balance of such money then
remaining will be repaid to the Issuer. The Bond Trustee may also adopt and
employ, at the expense of the Issuer, any other reasonable means of
notification of such repayment (including mailing notice of such repayment to
Holders whose Transition Bonds have been called but have not been surrendered
for redemption or whose right to or interest in moneys due and payable but not

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claimed is determinable from the records of the Bond Trustee or of any Paying
Agent, at the last address of record for each such Holder).

          SECTION 3.04. Existence. Subject to Section 3.10, the Issuer will
keep in full effect its existence, rights and franchises as a limited
liability company under the laws of the State of Delaware (unless it becomes,
or any successor Issuer hereunder is or becomes, organized under the laws of
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
Transition Bonds, the Collateral and each other instrument or agreement
included therein.

          SECTION 3.05. Protection of Collateral. The Issuer will from time to
time execute and deliver all such supplements and amendments hereto and all
such filings (including filings with the PUC pursuant to the Statute),
financing statements, continuation statements, instruments of further
assurance and other instruments, and will take such other action necessary or
advisable to:

          (i)maintain and preserve the lien and security interest (and the
     priority thereof) of this Indenture or carry out more effectively the
     purposes hereof;

          (ii)perfect, publish notice of or protect the validity of any Grant
     made or to be made by this Indenture;

          (iii)enforce any of the Collateral;

          (iv)preserve and defend title to the Collateral and the rights of
     the Bond Trustee and the Transition Bondholders in the Collateral against
     the claims of all Persons and parties; or

          (v)pay any and all taxes levied or assessed up on all or any part of
     the Collateral.

The Issuer hereby designates the Bond Trustee its agent and attorney-in-fact
to execute any filing with the PUC, financing statement, continuation
statement or other instrument required by the Bond Trustee pursuant to this
Section, it being understood that the Bond Trustee shall have no such
obligation.

          SECTION 3.06. Opinions as to Collateral. (a) On or before July 1st
in each calendar year, beginning at least 3 months after the issuance of the
first Series of the Transition Bonds while any Series is outstanding, the
Issuer shall furnish to the Bond Trustee an Opinion of Counsel 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 execution and filing of any filings with the PUC pursuant to
the Statute, financing statements and continuation statements as is necessary
to maintain the lien and security interest, and the first priority thereof,
created by this Indenture and reciting the details of such action or stating
that in the opinion of such counsel no such action is necessary to maintain
such lien and security interest, and the first priority thereof. Such Opinion
of Counsel 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 PUC,
financing statements and continuation statements that will, in the opinion of
such counsel, be required to maintain the lien and security interest of this
Indenture until July 1 in the following calendar year.

          (b) Prior to the effectiveness of any amendment to the Transfer
Agreement, the Sale Agreement or the Servicing Agreement, the Issuer shall
furnish to the Bond Trustee an Opinion of Counsel either (A) stating that, in
the opinion of such counsel, all filings, including filings with the PUC
pursuant to the Statute, have been executed and filed that are necessary fully

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to preserve and protect the interest of the Issuer and the Bond Trustee in the
Transferred Intangible Transition Property and the proceeds thereof, and
reciting the details of such filings or referring to prior Opinions of Counsel
in which such details are given, or (B) stating that, in the opinion of such
counsel, no such action shall be necessary to preserve and protect such
interest.

          SECTION 3.07. Performance of Obligations. (a) The Issuer (i) will
diligently pursue any and all actions to enforce its rights under each
instrument or agreement included in the Collateral and (ii) will not take any
action and will 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 Transfer
Agreement, the Sale Agreement or 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 Bond Trustee in an Officer's Certificate of the
Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer
has contracted with the Servicer and the Administrative Agent to assist the
Issuer in performing its duties under this Indenture.

          (c) The Issuer will punctually perform and observe all of its
obligations and agreements contained in the Sale Agreement, the Servicing
Agreement and in all other instruments and agreements included in the
Collateral.

          (d) Without derogating from the absolute nature of the assignment
granted to the Bond Trustee under this Indenture or the rights of the Bond
Trustee hereunder, but subject to Section 3.20, the Issuer agrees that it will
not, without the prior written consent of the Bond Trustee or the Holders of
at least a majority in Outstanding Amount of the Transition Bonds of all
Series, amend, modify, waive, supplement, terminate or surrender, or agree to
any amendment, modification, supplement, termination, waiver or surrender of,
the terms of any Collateral or the Basic Documents. If any such amendment,
modification, supplement or waiver shall be so consented to by the Bond
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. The
Issuer agrees that no such amendment, modification, supplement or waiver shall
adversely affect the rights of the Holders of the Transition Bonds outstanding
at the time of any such amendment, modification, supplement or waiver.

          SECTION 3.08. Negative Covenants. The Issuer shall not:

          (i)except as expressly permitted by this Indenture or the Sale
     Agreement or the Servicing Agreement, sell, transfer, exchange or
     otherwise dispose of any of the Collateral, unless directed to do so by
     the Bond 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 Transition Bonds
     (other than amounts properly withheld from such payments under the Code)
     or assert any claim against any present or former Transition Bondholder
     by reason of the payment of taxes levied or assessed upon the Issuer or
     any part of the Collateral;

          (iii)(A) permit the validity or effectiveness of this Indenture to
     be impaired, or permit the lien of this Indenture to be amended,
     hypothecated, subordinated, terminated or discharged, or permit any
     Person to be released from any covenants or obligations with respect to
     the Transition Bonds under this Indenture except as may be expressly
     permitted hereby, (B) permit any lien, charge, excise, claim, security
     interest, mortgage or other encumbrance (other than the lien and security
     interest created by this Indenture) to be

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     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 or
     (C) permit the lien of this Indenture not to constitute a continuing
     valid first priority security interest in the Collateral.

          SECTION 3.09. Annual Statement as to Compliance. The Issuer will
deliver to the Bond Trustee, within 120 days after the end of each fiscal year
of the Issuer (commencing with December 31, 1999 - the end of the fiscal year
1999), an Officer's Certificate stating, as to the Authorized Officer signing
such Officer's Certificate, that

          (i)a review of the activities of the Issuer during such year (or
     relevant portion thereof) and of performance under this Indenture has
     been made under such Authorized Officer's supervision; and

          (ii)to the best of such Authorized Officer's knowledge, based on
     such review, the Issuer has complied with all conditions and covenants
     under this Indenture throughout such calendar year (or relevant portion
     thereof), or, if there has been a default in complying with any such
     condition or covenant, describing each such default and the nature and
     status thereof.

          SECTION 3.10. Issuer May Consolidate, etc., Only on Certain Terms.
The Issuer shall not consolidate or merge with or into any other Person or
sell substantially all of its assets to any other Person, unless:

          (i)the Person (if other than the Issuer) formed by or surviving such
     consolidation or merger or to whom substantially all of such assets are
     sold shall be a Person organized and existing under the laws of the
     United States of America or any State and shall expressly assume by an
     indenture supplemental hereto, executed and delivered to the Bond
     Trustee, in form satisfactory to the Bond Trustee, the due and punctual
     payment of the principal of and premium, if any, and interest on all
     Transition Bonds and the performance or observance of every agreement and
     covenant of this Indenture on the part of the Issuer to be performed or
     observed, all as provided herein and in the applicable Series Supplement
     or Series Supplements;

          (ii)the Person (if other than the Issuer) formed by or surviving
     such consolidation or merger or to whom substantially all of such assets
     are sold shall expressly assume all obligations and succeed to all rights
     of the Issuer under the Transfer Agreement, the Sale Agreement and the
     Servicing Agreement pursuant to an assignment and assumption agreement
     executed and delivered to the Bond Trustee, in form satisfactory to the
     Bond Trustee;

          (iii)immediately after giving effect to such consolidation or merger
     or sale, no Default or Event of Default shall have occurred and be
     continuing;

          (iv)the Rating Agency Condition shall have been satisfied with
     respect to such consolidation or merger or sale by each Rating Agency
     [except Moody's (and the Issuer shall have furnished Moody's with prior
     written notice of such consolidation, merger or sale)];

          (v)the Issuer shall have received an Opinion of Counsel (and shall
     have delivered copies thereof to the Bond Trustee) to the effect that
     such consolidation or merger or sale (a) will not have any material
     adverse tax consequence to the Issuer or any Transition Bondholder, (b)
     complies with this Indenture and all of the conditions precedent herein
     relating to such transaction and (c) will result in the Bond Trustee
     maintaining a continuing valid first priority security interest in the
     Collateral;

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          (vi)none of the Intangible Transition Property, the Qualified Rate
     Order, the Transferor's, the Seller's, the Servicer's or the Issuer's
     rights under the Statute or the Qualified Rate Order are impaired
     thereby; and

          (vii)any action as is necessary to maintain the lien and security
     interest created by this Indenture shall have been taken.

          SECTION 3.11. Successor or Transferee. (a) Upon any consolidation or
merger of the Issuer in accordance with Section 3.10, the Person formed by or
surviving such consolidation or merger (if other than the Issuer) shall
succeed to, and be substituted for, and may exercise every right and power of,
the Issuer under this Indenture with the same effect as if such Person had
been named as the Issuer herein.

          (b) Except as set forth in Section 6.07, upon any sale, conveyance
or transfer by the Issuer of substantially all of its assets in a sale which
complies with Section 3.10, West Penn Funding LLC will be released from every
covenant and agreement of this Indenture to be observed or performed on the
part of the Issuer with respect to the Transition Bonds and from every
covenant and agreement of the Sale Agreement and the Servicing Agreement to be
observed or performed on the part of the Issuer immediately upon the delivery
of written notice to the Bond Trustee stating that West Penn Funding LLC is to
be so released.

          SECTION 3.12. No Other Business. The Issuer shall not engage in any
business other than purchasing and owning Intangible Transition Property,
issuing Transition Bonds from time to time, pledging its interest in the
Collateral to the Bond Trustee under this Indenture in order to secure the
Transition Bonds and performing activities that are necessary, suitable or
convenient to accomplish these purposes or are incidental thereto.

          SECTION 3.13. No Borrowing. The Issuer shall not issue, incur,
assume, guarantee or otherwise become liable, directly or indirectly, for any
indebtedness except for the Transition Bonds.

          SECTION 3.14. Guarantees, Loans, Advances and Other Liabilities.
Except as contemplated by the Sale Agreement, the Servicing Agreement, this
Indenture or the LLC Agreement, the Issuer shall not make any loan or advance
or credit to, or guarantee (directly or indirectly or by an instrument having
the effect of assuring another's payment or performance on any obligation or
capability of so doing or otherwise), endorse or otherwise become contingently
liable, directly or indirectly, in connection with the obligations, stocks or
dividends of, or own, purchase, repurchase or acquire (or agree contingently
to do so) any stock, obligations, assets or securities of, or any other
interest in, or make any capital contribution to, any other Person, except
that the Issuer may invest funds in Eligible Investments.

          SECTION 3.15. Capital Expenditures. The Issuer shall not make any
expenditure (by long-term or operating lease or otherwise) for capital assets
(either realty or personalty) other than Intangible Transition Property
purchased from the Seller pursuant to, and in accordance with, the Sale
Agreement.

          SECTION 3.16. Restricted Payments. The Issuer shall not, directly or
indirectly, (i) pay any dividend or make any distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination
thereof, to any owner of a beneficial interest in the Issuer or otherwise with
respect to any ownership or equity interest in, or ownership security of, the
Issuer, (ii) redeem, purchase, retire or otherwise acquire for value any such
ownership or equity interest or security or (iii) set aside or otherwise
segregate any amounts for any such purpose. The Issuer will not, directly or
indirectly, make payments to or distributions from the Collection Account
except in accordance with this Indenture and the Basic Documents.

          SECTION 3.17. Notice of Events of Default. The Issuer agrees to
deliver to the Bond Trustee and the Rating Agencies written notice in the form
of an Officer's Certificate of any

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Default or Event of Default hereunder, its status and what action the Issuer
is taking or proposes to take with respect thereto within five days after the
occurrence thereof.

          SECTION 3.18. Inspection. The Issuer agrees that, on reasonable
prior notice, it will permit any representative of the Bond Trustee, during
the Issuer's normal business hours, to examine all the books of account,
records, reports, and other papers of the Issuer, to make copies and extracts
therefrom, to cause such books to be audited annually by Independent certified
public accountants, and to discuss the Issuer's affairs, finances and accounts
with the Issuer's officers, employees, and Independent certified public
accountants, all at such reasonable times and as often as may be reasonably
requested. The Bond 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 Bond Trustee may reasonably
determine that such disclosure is consistent with its obligations hereunder.

          SECTION 3.19. Adjusted Overcollateralization Schedules. Not later
than each Schedule Revision Date, the Issuer shall deliver to the Bond Trustee
a replacement Schedule A to the Series Supplement, adjusted to reflect the
event giving rise to such Schedule Revision Date and setting forth the
Calculated Overcollateralization Level for each Payment Date.

          SECTION 3.20. Transfer Agreement, Sale Agreement and Servicing
Agreement Covenants. (a) The Issuer agrees to take all such lawful actions to
enforce its rights under the Transfer Agreement, the Sale Agreement and the
Servicing Agreement and to compel or secure the performance and observance by
the Transferor, the Seller and the Servicer, of each of their obligations to
the Issuer under or in connection with the Transfer Agreement, the Sale
Agreement and the Servicing Agreement, respectively, in accordance with the
terms thereof. So long as no Event of Default occurs and is continuing, but
subject to Section 3.20(f ), the Issuer may exercise any and all rights,
remedies, powers and privileges lawfully available to the Issuer under or in
connection with the Transfer Agreement, the Sale Agreement and the Servicing
Agreement.

          (b) If an Event of Default occurs and is continuing, the Bond
Trustee may, and, at the direction (which direction shall be in writing or by
telephone (confirmed in writing promptly thereafter)) of the Holders of a
majority of the Outstanding Amount of the Transition Bonds of all Series
shall, exercise all right, remedies, powers, privileges and claims of the
Issuer against the Transferor, the Seller or the Servicer under or in
connection with the Transfer Agreement, the Sale Agreement and the Servicing
Agreement, respectively, including the right or power to take any action to
compel or secure performance or observance by the Transferor, the Seller 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 Transfer Agreement, the Sale Agreement and the Servicing Agreement, and
any right of the Issuer to take such action shall be suspended.

          (c) With the consent of the Bond Trustee, the Transfer Agreement,
the Sale Agreement and the Servicing Agreement may be amended, at any time and
from time to time, without the consent of the Transition Bondholders, provided
that (i) such amendment shall not, as evidenced by an Officer's Certificate,
adversely affect the interest of any Transition Bondholder or change the
Intangible Transition Charges Adjustment Process and (ii) the Rating Agency
Condition is satisfied in connection therewith by each Rating Agency other
than Moody's (and the Issuer shall have furnished Moody's with written notice
of such amendment prior to the effectiveness thereof).

          (d) No amendment, modification, supplement, termination, waiver or
surrender of, the terms of the Transfer Agreement, the Sale Agreement or the
Servicing Agreement, or waiver of timely performance or observance by the
Transferor, the Servicer or the Seller under the Transfer Agreement, the Sale
Agreement or the Servicing Agreement, respectively, in each case in such a way
as would adversely affect the interests of Transition Bondholders is permitted
nor shall the Bond Trustee consent thereto. If the Issuer, the Transferor, the
Seller or the Servicer shall otherwise propose to amend, modify, waive,
supplement, terminate or surrender, or agree to any

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amendment, modification, supplement, termination, waiver or surrender of, the
terms of the Transfer Agreement, the Sale Agreement or the Servicing Agreement
or waive timely performance or observance by the Transferor, the Seller or the
Servicer under the Transfer Agreement, the Sale Agreement or Servicing
Agreement, respectively, the Issuer shall notify the Bond Trustee and the Bond
Trustee shall notify the Transition Bondholders thereof. The Bond Trustee
shall consent to such proposed amendment, modification, supplement or waiver
only with the consent of the Holders of at least a majority of the Outstanding
Amount of the Transition Bonds of each Series or Class. If any such amendment,
modification, supplement or waiver shall be so consented to by the Bond
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 and the Transferor, the Seller or Servicer propose
to amend, modify, waive, supplement, terminate or surrender, or agree to any
amendment, modification, supplement, termination, waiver or surrender of, the
Intangible Transition Charges Adjustment Process, the Issuer shall notify the
Bond Trustee and the Bond Trustee shall notify Transition Bondholders of such
proposal and the Bond Trustee shall consent thereto only with the consent of
the Holder of each Outstanding Transition Bond of each Series or Class
affected thereby.

          (f) Promptly following a default by any of the Transferor, the
Seller or Servicer under the Transfer Agreement, the Sale Agreement or the
Servicing Agreement, respectively, and at the Issuer's expense, the Issuer
agrees to take all such lawful actions as the Bond Trustee may request to
compel or secure the performance and observance by the Transferor, the Seller
or the Servicer, as applicable, of each of their obligations to the Issuer
under or in connection with the Transfer Agreement, the Sale Agreement or the
Servicing Agreement 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 the Transfer Agreement, the Sale Agreement
or the Servicing Agreement to the extent and in the manner directed by the
Bond Trustee, including the transmission of notices of default on the part of
the Transferor, the Seller or the Servicer thereunder and the institution of
legal or administrative actions or proceedings to compel or secure performance
by the Transferor, the Seller or the Servicer of each of their obligations
under the Transfer Agreement, the Sale Agreement and the Servicing Agreement.

          (g) 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 Bond Trustee and the Rating Agencies, and shall
specify in such notice the action, if any, the Issuer 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 Intangible Transition Property or the Intangible
Transition Charges, the Issuer shall take all reasonable steps available to it
to remedy such failure. The Issuer shall not take any action to terminate the
Servicer's rights and powers under the Servicing Agreement following a
Servicer Default without the prior written consent of the Bond Trustee or of
the Holders of Transition Bonds evidencing not less than 25% of the
Outstanding Amount of the Transition Bonds of all Series and the consent, not
to be unreasonably withheld, of any Counterparties affected thereby.

          (h) As promptly as possible after the giving of notice of
termination to the Servicer and the Rating Agencies of the Servicer's rights
and powers pursuant to Section 6.01 of the Servicing Agreement, the Bond
Trustee shall, together with such other Persons, if any, as are specified in
Section 6.01 of the Servicing Agreement, 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
Bond Trustee. A person shall qualify as a Successor Servicer only if such
Person satisfies the requirements of Section 6.04 of the Servicing Agreement.
If within 30 days after the delivery of the notice referred to above, a
Successor Servicer shall not have been appointed and accepted its appointment
as such, the Bond Trustee may petition the PUC or a court of competent
jurisdiction to appoint a Successor Servicer. In connection with any such
appointment, the Issuer may make such arrangements for the compensation of
such Successor Servicer as it and such Successor Servicer shall agree, subject
to the limitations set forth

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below and in the Servicing Agreement, and in accordance with Section 6.04 of
the Servicing Agreement, the Issuer shall enter into an agreement with such
Successor Servicer for the servicing of the Intangible Transition Property
(such agreement to be in form and substance satisfactory to the Bond Trustee).

          (i) Upon termination of the Servicer's rights and powers pursuant to
the Servicing Agreement, the Bond Trustee shall promptly notify the Issuer,
the Transition Bondholders and the Rating Agencies. As soon as a Successor
Servicer is appointed, the Issuer shall notify the Bond Trustee, the
Transition Bondholders and the Rating Agencies of such appointment, specifying
in such notice the name and address of such Successor Servicer.

          SECTION 3.21. Taxes. So long as any of the Transition Bonds are
outstanding, the Issuer shall pay all material taxes, including gross receipts
taxes, assessments and governmental charges imposed upon it or any of its
properties or assets or with respect to any of its franchises, business,
income or property before any penalty accrues thereon if the failure to pay
any such taxes, assessments and governmental charges would, after any
applicable grace periods, notices or other similar requirements, result in a
Lien on the Collateral.

          SECTION 3.22. Separate Entity. The Issuer shall take all reasonable
steps to continue its identity as a separate legal entity and to make it
apparent to third persons that it is an entity with assets and liabilities
distinct from those of the Transferor and the Seller, other affiliates or any
other Person.

                                  ARTICLE IV

                    Satisfaction and Discharge; Defeasance

          SECTION 4.01. Satisfaction and Discharge of Indenture; Defeasance.
(a) The Transition Bonds of any Series, all moneys payable with respect
thereto and this Indenture as it applies to such Series shall cease to be of
further effect and the lien hereunder shall be released with respect to such
Series, interest shall cease to accrue on the Transition Bonds of such Series
and the Bond 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 Transition Bonds of such
Series, when

          (A) either

               (1) all Transition Bonds of such Series theretofore
          authenticated and delivered (other than (i) Transition Bonds that
          have been destroyed, lost or stolen and that have been replaced or
          paid as provided in Section 2.06 and (ii) Transition 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 Section 3.03) have
          been delivered to the Bond Trustee for cancelation; or

               (2) the Expected Final Payment Date or Redemption Date has
          occurred with respect to all Transition Bonds of such Series not
          theretofore delivered to the Bond Trustee for cancelation, and the
          Issuer has irrevocably deposited or caused to be irrevocably
          deposited with the Bond Trustee cash, in trust for such purpose, in
          an amount sufficient to pay and discharge the entire indebtedness on
          such Transition Bonds not theretofore delivered to the Bond Trustee
          on the Expected Final Payment Date or Redemption Date, as
          applicable, therefor;

          (B) the Issuer has paid or caused to be paid all other sums payable
     hereunder by the Issuer with respect to such Series; and

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          (C) the Issuer has delivered to the Bond Trustee an Officer's
     Certificate, an Opinion of Counsel and (if required by the TIA or the
     Bond Trustee) an Independent Certificate from a firm of certified public
     accountants, each meeting the applicable requirements of Section 11.01
     and each stating that all conditions precedent herein provided for
     relating to the satisfaction and discharge of this Indenture with respect
     to Transition Bonds of such Series have been complied with.

          (b) Subject to Sections 4.01(c) and 4.02, the Issuer at any time may
terminate (i) all its obligations under this Indenture with respect to the
Transition Bonds of any Series ("Legal Defeasance Option") or (ii) its
obligations under Sections 3.04, 3.05, 3.06, 3.07, 3.08, 3.09, 3.10, 3.12,
3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19 and 3.20 and the operation of Section
5.01(iv) ("Covenant Defeasance Option") with respect to any Series of
Transition Bonds. The Issuer may exercise the Legal Defeasance Option with
respect to any Series of Transition Bonds notwithstanding its prior exercise
of the Covenant Defeasance Option with respect to such Series.

          If the Issuer exercises the Legal Defeasance Option with respect to
any Series, the maturity of the Transition Bonds of such Series may not be (a)
accelerated because of an Event of Default or (b) except as provided in
Section 4.02, redeemed. If the Issuer exercises the Covenant Defeasance Option
with respect to any Series, the maturity of the Transition Bonds of such
Series may not be accelerated because of an Event of Default specified in
Section 5.01(iv).

          Upon satisfaction of the conditions set forth herein to the exercise
of the Legal Defeasance Option or the Covenant Defeasance Option with respect
to any Series of Transition Bonds, the Bond 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) rights of substitution of
mutilated, destroyed, lost or stolen Transition Bonds, (iii) rights of
Transition Bondholders to receive payments of principal, premium, if any, and
interest, but only from the amounts deposited with the Bond Trustee for such
payments, (iv) Sections 4.03 and 4.04, (v) the rights, obligations and
immunities of the Bond Trustee hereunder (including the rights of the Bond
Trustee under Section 6.07 and the obligations of the Bond Trustee under
Section 4.03) and (vi) the rights of Transition Bondholders under this
Indenture with respect to the property deposited with the Bond Trustee payable
to all or any of them, shall survive until the Transition Bonds of the Series
as to which this Indenture or certain obligations hereunder have be satisfied
and discharged pursuant to Section 4.01(a) or 4.01(b) and have been paid in
full. Thereafter, the obligations in Sections 6.07 and 4.04 with respect to
such Series shall survive.

          SECTION 4.02. Conditions to Defeasance. The Issuer may exercise the
Legal Defeasance Option or the Covenant Defeasance Option with respect to any
Series of Transition Bonds only if:

          (a)the Issuer irrevocably deposits or causes to be deposited in
     trust with the Bond Trustee cash or U.S. Government Obligations for the
     payment of principal of and premium, if any, and interest on such
     Transition Bonds to the Expected Payment Date or Redemption Date
     therefor, as applicable, such deposit to be made in the Defeasance
     Subaccount for such Series of Transition Bonds;

          (b)the Issuer delivers to the Bond Trustee a certificate from a
     nationally recognized firm of Independent accountants expressing its
     opinion that the payments of principal and interest when due and without
     reinvestment on the deposited U.S. Government Obligations plus any
     deposited cash without investment will provide cash at such times and in
     such amounts (but, in the case of the Legal Defeasance Option only, not
     more than such amounts) as will be sufficient to pay in respect of the
     Transition Bonds of

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     such Series (i) subject to clause (ii), principal in accordance with the
     Expected Amortization Schedule therefor, (ii) if such Series is to be
     redeemed, the Redemption Price therefor on the Redemption Date therefor
     and (iii) interest when due;

          (c)in the case of the Legal Defeasance Option, 95 days pass after
     the deposit is made and during the 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 the Legal Defeasance Option, the Issuer delivers
     to the Bond Trustee an Opinion of Counsel 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 Transition Bonds of such Series will not
     recognize income, gain or loss for Federal income tax purposes as a
     result of the exercise of such Legal Defeasance Option and will be
     subject to Federal income tax on the same amounts, in the same manner and
     at the same times as would have been the case if such Legal Defeasance
     had not occurred;

          (f)in the case of the Covenant Defeasance Option, the Issuer
     delivers to the Bond Trustee an Opinion of Counsel to the effect that the
     Holders of the Transition Bonds of such Series will not recognize income,
     gain or loss for Federal income tax purposes as a result of the exercise
     of such Covenant Defeasance Option and will be subject to Federal income
     tax 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;
     and

          (g)the Issuer delivers to the Bond Trustee an Officer's Certificate
     and an Opinion of Counsel, each stating that all conditions precedent to
     the satisfaction and discharge of the Transition Bonds of such Series to
     the extent contemplated by this Article IV have been complied with.

          Notwithstanding any other provision of this Section 4.02 to the
contrary, no delivery of cash or U.S. Government Obligations to the Bond
Trustee under this Section shall terminate any obligations of the Issuer under
this Indenture with respect of any Transition Bonds which are to be redeemed
prior to the Expected Final Payment Date therefor until such Transition Bonds
shall have been irrevocably called or designated for redemption on a date
thereafter on which such Transition Bonds may be redeemed in accordance with
the provisions of this Indenture and proper notice of such redemption shall
have been given in accordance with the provisions of this Indenture or the
Issuer shall have given the Bond Trustee, in form satisfactory to the Bond
Trustee, irrevocable instructions to give, in the manner and at the times
prescribed herein, notice of redemption of such Series.

          SECTION 4.03. Application of Trust Money. All moneys or U.S.
Government Obligations deposited with the Bond Trustee pursuant to Section
4.01 or 4.02 hereof with respect to any Series of Transition Bonds shall be
held in trust in the Defeasance Subaccount for such Series and applied by it,
in accordance with the provisions of the Transition Bonds and this Indenture,
to the payment, either directly or through any Paying Agent, as the Bond
Trustee may determine, to the Holders of the particular Transition Bonds for
the payment or redemption of which such moneys have been deposited with the
Bond Trustee, of all sums due and to become due thereon for principal,
premium, if any, and interest. Such moneys will be segregated and held apart
solely for paying such Transition Bonds and such Transition Bonds shall not
entitled to any amounts on deposit in the Collection Account other than
amounts on deposit in the Defeasance Subaccount for such Transition Bonds.

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          SECTION 4.04. Repayment of Moneys Held by Paying Agent. In
connection with the satisfaction and discharge of this Indenture or the
Covenant Defeasance Option or Legal Defeasance Option with respect to the
Transition Bonds of any Series, all moneys then held by any Paying Agent other
than the Bond Trustee under the provisions of this Indenture with respect to
such Transition Bonds shall, upon demand of the Issuer, be paid to the Bond
Trustee to be held and applied according to Section 3.03 and thereupon such
Paying Agent shall be released from all further liability with respect to such
moneys.

                                   ARTICLE V

                                   Remedies

          SECTION 5.01. Events of Default. "Event of Default" wherever used
herein, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body):

          (i)default in the payment of any interest on any Transition Bond
     when the same becomes due and payable, and such default shall continue
     for a period of five days;

          (ii)default in the payment of the then unpaid principal of any
     Transition Bond of any Series on the Series Termination Date for such
     Series or, if applicable, any Class on the Class Termination Date for
     such Class;

          (iii)default in the payment of the Redemption Price for any
     Transition Bond on the Redemption Date therefor;

          (iv)default in the observance or performance of any covenant or
     agreement of the Issuer made in this Indenture (other than a covenant or
     agreement, a default in the observance or performance of which is
     specifically dealt with in clause (i), (ii) or (iii) above), or any
     representation or warranty of the Issuer made in this Indenture or in any
     certificate or writing delivered pursuant hereto or in connection
     herewith proves to have been incorrect in any material respect as of the
     time when made, and such default shall continue or not be cured, for a
     period of 30 days after there shall have been given, by registered or
     certified mail, to the Issuer by the Bond Trustee or to the Issuer and
     the Bond Trustee by the Holders of at least 25% of the Outstanding Amount
     of the Transition Bonds of any Series, a written notice specifying such
     default or incorrect representation or warranty and requiring it to be
     remedied and stating that such notice is a "Notice of Default" hereunder;

          (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 Collateral 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 of the Issuer or for
     any substantial part of the Collateral, or ordering the winding-up or
     liquidation of the Issuer's affairs, and such decree or order shall
     remain unstayed and in effect for a period of 90 consecutive days; 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 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
     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

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     its debts as such debts become due, or the taking of action by the Issuer
     in furtherance of any of the foregoing.

          SECTION 5.02. Acceleration of Maturity; Rescission and Annulment. If
an Event of Default occurs and is continuing, then and in every such case
either the Bond Trustee or the Holders of Transition Bonds representing not
less than a majority of the Outstanding Amount of the Transition Bonds of all
Series may, but need not, declare all the Transition Bonds to be immediately
due and payable, by a notice in writing to the Issuer (and to the Bond Trustee
if given by Transition Bondholders), and upon any such declaration the unpaid
principal amount of the Transition Bonds of all Series, together with accrued
and unpaid interest thereon through the date of acceleration, shall become
immediately due and payable.

          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 Bond Trustee as hereinafter in this Article V provided,
the Holders of Transition Bonds representing a majority of the Outstanding
Amount of the Transition Bonds of all Series, by written notice to the Issuer
and the Bond Trustee, may rescind and annul such declaration and its
consequences if:

          (i)the Issuer has paid or deposited with the Bond Trustee, for
     deposit in the General Subaccount of the Collection Account, a sum
     sufficient to pay

          (A) all payments of principal of and premium, if any, and interest
     on all Transition Bonds of all Series and all other amounts that would
     then be due hereunder or upon such Transition Bonds if the Event of
     Default giving rise to such acceleration had not occurred; and

          (B) all sums paid or advanced by the Bond Trustee hereunder and the
     reasonable compensation, expenses, disbursements and advances of the Bond
     Trustee and its agents and counsel; and

          (ii)all Events of Default, other than the nonpayment of the
     principal of the Transition Bonds of all Series that has become due
     solely by such acceleration, have been cured or waived as provided in
     Section 5.12.

          No such rescission shall affect any subsequent Default or impair any
right consequent thereto.

          SECTION 5.03. Collection of Indebtedness and Suits for Enforcement
by Bond Trustee. (a) The Issuer covenants that if (i) Default is made in the
payment of any interest on any Transition Bond when such interest becomes due
and payable and such Default continues for a period of five days, (ii) Default
is made in the payment of the then unpaid principal of any Transition Bond on
the Series Termination Date or Class Termination Date, as applicable, therefor
or (iii) Default is made in the payment of the Redemption Price or for any
Transition Bond on the Redemption Date therefor, the Issuer will, upon demand
of the Bond Trustee, pay to it, for the benefit of the Holders of the
Transition Bonds of such Series, such amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Bond Trustee and its agents and
counsel and the whole amount then due and payable on such Transition 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 instalments of interest,
at the respective Bond Rate of such Series or the applicable Class of such
Series.

          (b) In case the Issuer shall fail forthwith to pay the amounts
specified in clause (a) above upon such demand, the Bond 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 may enforce the same against the Issuer or other
obligor upon such Transition Bonds and collect in the manner provided by law
out

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of the property of the Issuer or other obligor upon such Transition Bonds,
wherever situated, the moneys adjudged or decreed to be payable.

          (c) If an Event of Default occurs and is continuing, the Bond
Trustee may, as more particularly provided in Section 5.04, in its discretion,
proceed to protect and enforce its rights and the rights of the Transition
Bondholders, by such appropriate Proceedings as the Bond 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 Bond Trustee by this
Indenture or by law including foreclosing or otherwise enforcing the lien on
the Intangible Transition Property securing the Transition Bonds or applying
to the PUC for sequestration of revenues arising with respect to such
Intangible Transition Property.

          (d) In case there shall be pending, relative to the Issuer or any
other obligor upon the Transition Bonds or any Person having or claiming an
ownership interest in the Collateral, Proceedings under Title 11 of the United
States Code or any other applicable Federal or state bankruptcy, insolvency or
other similar law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Issuer or its property or such other
obligor or Person, or in case of any other comparable judicial Proceedings
relative to the Issuer or other obligor upon the Transition Bonds, or to the
creditors or property of the Issuer or such other obligor, the Bond Trustee,
irrespective of whether the principal of any Transition Bonds shall then be
due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Bond Trustee shall have made any demand pursuant
to the provisions of this Section, shall be entitled and empowered, by
intervention in such Proceedings or otherwise:

          (i)to file and prove a claim or claims for the whole amount of
     principal, premium, if any, and interest owing and unpaid in respect of
     the Transition Bonds and to file such other papers or documents as may be
     necessary or advisable in order to have the claims of the Bond Trustee
     (including any claim for reasonable compensation to the Bond Trustee and
     each predecessor Bond Trustee, and their respective agents, attorneys and
     counsel, and for reimbursement of all expenses and liabilities incurred,
     and all advances made, by the Bond Trustee and each predecessor Bond
     Trustee, except as a result of negligence or bad faith) and of the
     Transition Bondholders allowed in such Proceedings;

          (ii)unless prohibited by applicable law and regulations, to vote on
     behalf of the Holders of Transition Bonds in any election of a trustee, a
     standby trustee or Person performing similar functions in any such
     Proceedings;

          (iii)to collect and receive any moneys or other property payable or
     deliverable on any such claims and to distribute all amounts received
     with respect to the claims of the Transition Bondholders and of the Bond
     Trustee on their behalf; and

          (iv)to file such proofs of claim and other papers or documents as
     may be necessary or advisable in order to have the claims of the Bond
     Trustee or the Holders of Transition Bonds allowed in any judicial
     proceedings relative to the Issuer, its creditors and its property;

and any trustee, receiver, liquidator, custodian or other similar official in
any such Proceeding is hereby authorized by each of such Transition
Bondholders to make payments to the Bond Trustee, and, in the event that the
Bond Trustee shall consent to the making of payments directly to such
Transition Bondholders, to pay to the Bond Trustee such amounts as shall be
sufficient to cover reasonable compensation to the Bond Trustee, each
predecessor Bond Trustee and their respective agents, attorneys and counsel,
and all other expenses and liabilities incurred, and all advances made, by the
Bond Trustee and each predecessor Bond Trustee except as a result of
negligence or bad faith.

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          (e) Nothing herein contained shall be deemed to authorize the Bond
Trustee to authorize or consent to or vote for or accept or adopt on behalf of
any Transition Bondholder any plan of reorganization, arrangement, adjustment
or composition affecting the Transition Bonds or the rights of any Holder
thereof or to authorize the Bond Trustee to vote in respect of the claim of
any Transition Bondholder in any such proceeding except, as aforesaid, to vote
for the election of a trustee in bankruptcy or similar Person.

          (f) All rights of action and of asserting claims under this
Indenture, or under any of the Transition Bonds, may be enforced by the Bond
Trustee without the possession of any of the Transition Bonds or the
production thereof in any trial or other Proceedings relative thereto, and any
such action or proceedings instituted by the Bond 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
Bond Trustee, each predecessor Bond Trustee and their respective agents and
attorneys, shall be for the ratable benefit of the Holders of the Transition
Bonds.

          (g) In any Proceedings brought by the Bond Trustee (and also any
Proceedings involving the interpretation of any provision of this Indenture to
which the Bond Trustee shall be a party), the Bond Trustee shall be held to
represent all the Holders of the Transition Bonds, and it shall not be
necessary to make any Transition Bondholder a party to any such Proceedings.

          SECTION 5.04. Remedies; Priorities. (a) If an Event of Default
occurs and is continuing, the Bond Trustee may do one or more of the following
(subject to Section 5.05):

          (i)institute Proceedings in its own name and as trustee of an
     express trust for the collection of all amounts then payable on the
     Transition Bonds or under this Indenture with respect thereto, whether by
     declaration or otherwise, enforce any judgment obtained, and collect from
     the Issuer and any other obligor upon such Transition Bonds moneys
     adjudged due;

          (ii)institute Proceedings from time to time for the complete or
     partial foreclosure of this Indenture with respect to the Collateral;

          (iii)exercise any remedies of a secured party under the UCC or the
     Statute or any other applicable law and take any other appropriate action
     to protect and enforce the rights and remedies of the Bond Trustee and
     the Holders of the Transition Bonds of such Series;

          (iv)sell the Collateral or any portion thereof or rights or interest
     therein, at one or more public or private sales called and conducted in
     any manner permitted by law; and

          (v)exercise all rights, remedies, powers, privileges and claims of
     the Issuer against the Transferor, the Seller or the Servicer under or in
     connection with the Transfer Agreement, the Sale Agreement or the
     Servicing Agreement as provided in Section 3.20(b);

provided, however, that the Bond Trustee may not sell or otherwise liquidate
any portion of the Collateral following an Event of Default, other than an
Event of Default described in Section 5.01(i), (ii) or (iii), with respect to
any Series unless (A) the Holders of 100% of the Outstanding Amount of the
Transition Bonds of all Series consent thereto, (B) the proceeds of such sale
or liquidation distributable to the Transition Bondholders of all Series are
sufficient to discharge in full all amounts then due and unpaid upon such
Transition Bonds for principal, premium, if any, and interest or (C) the Bond
Trustee determines that the Collateral will not continue to provide sufficient
funds for all payments on the Transition Bonds of all Series as they would
have become due if the Transition Bonds had not been declared due and payable,
and the Bond Trustee obtains the consent of Holders of 66-2/3% of the
Outstanding Amount of the Transition Bonds of each Series. In determining such
sufficiency or insufficiency with respect to clause (B) and (C), the Bond
Trustee may, but need not, obtain and rely upon an opinion of an Independent
investment

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banking or accounting firm of national reputation as to the feasibility of
such proposed action and as to the sufficiency of the Collateral for such
purpose.

          (b) If the Bond 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(d).

          SECTION 5.05. Optional Preservation of the Collateral. If the
Transition Bonds have been declared to be due and payable under Section 5.02
following an Event of Default and such declaration and its consequences have
not been rescinded and annulled, the Bond Trustee may, but need not, elect, as
provided in Section 5.11(iii), to maintain possession of the Collateral and
not sell or liquidate the same. It is the desire of the parties hereto and the
Transition Bondholders that there be at all times sufficient funds for the
payment of principal of and premium, if any, and interest on the Transition
Bonds, and the Bond Trustee shall take such desire into account when
determining whether or not to maintain possession of the Collateral or sell or
liquidate the same. In determining whether to maintain possession of the
Collateral or sell or liquidate the same, the Bond Trustee may, but need not,
obtain and rely upon an opinion of an Independent investment banking or
accounting firm of national reputation as to the feasibility of such proposed
action and as to the sufficiency of the Collateral for such purpose.

          SECTION 5.06. Limitation of Proceedings. No Holder of any Transition
Bond of any Series shall have any right to institute any Proceeding, judicial
or otherwise, or to avail itself of the remedies provided in Section
2812(d)(3)(v) of the Statute, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder,
unless:

          (i)such Holder has previously given written notice to the Bond
     Trustee of a continuing Event of Default;

          (ii)the Holders of not less than 25% of the Outstanding Amount of
     the Transition Bonds of each Series have made written request to the Bond
     Trustee to institute such Proceeding in respect of such Event of Default
     in its own name as Bond Trustee hereunder;

          (iii)such Holder or Holders have offered to the Bond Trustee
     security or indemnity reasonably satisfactory to the Bond Trustee against
     the costs, expenses and liabilities to be incurred in complying with such
     request;

          (iv)the Bond Trustee for 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 Bond Trustee during such 60-day period by the Holders of a
     majority of the Outstanding Amount of the Transition Bonds of all Series;

it being understood and intended that no one or more Holders of Transition
Bonds shall have any right in any manner whatever by virtue of, or by availing
of, any provision of this Indenture to affect, disturb or prejudice the rights
of any other Holders of Transition Bonds or to obtain or to seek to obtain
priority or preference over any other Holders or to enforce any right under
this Indenture, except in the manner herein provided.

          In the event the Bond Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Holders of
Transition Bonds, each representing less than a majority of the Outstanding
Amount of the Transition Bonds of all Series, the Bond Trustee in its sole
discretion may determine what action, if any, shall be taken, notwithstanding
any other provisions of this Indenture.

          SECTION 5.07. Unconditional Rights of Transition Bondholders To
Receive Principal, Premium, if any, and Interest. Notwithstanding any other
provisions in this Indenture,

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the Holder of any Transition Bond shall have the right, which is absolute and
unconditional, (a) to receive payment of (i) the interest, if any, on such
Transition Bond on or after the due dates thereof expressed in such Transition
Bond or in this Indenture, (ii) the unpaid principal, if any, of such
Transition Bonds on or after the Series Termination Date or Class Termination
Date therefor or (iii) in the case of redemption, receive payment of the
unpaid principal, if any, of and premium, if any, and interest, if any, on
such Transition Bond on or after the Redemption Date therefor and (b) to
institute suit for the enforcement of any such payment, and such right shall
not be impaired without the consent of such Holder.

          SECTION 5.08. Restoration of Rights and Remedies. If the Bond
Trustee or any Transition Bondholder has instituted any Proceeding to enforce
any right or remedy under this Indenture and such Proceeding has been
discontinued or abandoned for any reason or has been determined adversely to
the Bond Trustee or to such Transition Bondholder, then and in every such case
the Issuer, the Bond Trustee and the Transition Bondholders shall, subject to
any determination in such Proceeding, be restored severally and respectively
to their former positions hereunder, and thereafter all rights and remedies of
the Bond Trustee and the Transition Bondholders shall continue as though no
such Proceeding had been instituted.

          SECTION 5.09. Rights and Remedies Cumulative. No right or remedy
herein conferred upon or reserved to the Bond Trustee or to the Transition
Bondholders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.

          SECTION 5.10. Delay or Omission Not a Waiver. No delay or omission
of the Bond Trustee or any Transition Bondholder to exercise any right or
remedy accruing upon any Default or Event of Default shall impair any such
right or remedy or constitute a waiver of any such Default or Event of Default
or an acquiescence therein. Every right and remedy given by this Article V or
by law to the Bond Trustee or to the Transition Bondholders may be exercised
from time to time, and as often as may be deemed expedient, by the Bond
Trustee or by the Transition Bondholders, as the case may be.

          SECTION 5.11. Control by Transition Bondholders. The Holders of a
majority of the Outstanding Amount of the Transition Bonds of all Series (or,
if less than all Series or Classes are affected, the affected Series or Class
or Classes) shall have the right to direct the time, method and place of
conducting any Proceeding for any remedy available to the Bond Trustee with
respect to the Transition Bonds of such Series or Class or Classes or
exercising any trust or power conferred on the Bond Trustee with respect to
such Series or Class or Classes; provided that

          (i)such direction shall not be in conflict with any rule of law or
     with this Indenture;

          (ii)subject to the express terms of Section 5.04, any direction to
     the Bond Trustee to sell or liquidate the Collateral shall be by the
     Holders of Transition Bonds representing not less than 100% of the
     Outstanding Amount of the Transition Bonds of all Series;

          (iii)if the conditions set forth in Section 5.05 have been satisfied
     and the Bond Trustee elects to retain the Collateral pursuant to such
     Section and not sell or liquidate the same, then any direction to the
     Bond Trustee by Holders of Transition Bonds representing less than 100%
     of the Outstanding Amount of the Transition Bonds of all Series to sell
     or liquidate the Collateral shall be of no force and effect; and

          (iv)the Bond Trustee may take any other action deemed proper by the
     Bond Trustee that is not inconsistent with such direction;

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provided, however, that, subject to Section 6.01, the Bond Trustee need not
take any action that it determines might involve it in liability or might
materially adversely affect the rights of any Transition Bondholders not
consenting to such action.

          SECTION 5.12. Waiver of Past Defaults. Prior to the declaration of
the acceleration of the maturity of the Transition Bonds of all Series as
provided in Section 5.02, the Holders of not less than a majority of the
Outstanding Amount of the Transition Bonds of all Series may waive any past
Default or Event of Default and its consequences except a Default (i) in
payment of principal of or premium, if any, or interest on any of the
Transition Bonds or (ii) in respect of a covenant or provision hereof which
cannot be modified or amended without the consent of the Holder of each
Transition Bond of all Series or Classes affected. In the case of any such
waiver, the Issuer, the Bond Trustee and the Holders of the Transition Bonds
shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereto.

          Upon any such waiver, such Default shall cease to exist and be
deemed to have been cured and not to have occurred, and any Event of Default
arising therefrom shall be deemed to have been cured and not to have occurred,
for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right consequent
thereto.

          SECTION 5.13. Undertaking for Costs. All parties to this Indenture
agree, and each Holder of any Transition Bond by such Holder's acceptance
thereof shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Bond Trustee for any action taken,
suffered or omitted by it as Bond 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 shall not apply to (a) any suit instituted by the
Bond Trustee, (b) any suit instituted by any Transition Bondholder, or group
of Transition Bondholders, in each case holding in the aggregate more than 10%
of the Outstanding Amount of the Transition Bonds of a Series or (c) any suit
instituted by any Transition Bondholder for the enforcement of the payment of
(i) interest on any Transition Bond on or after the due dates expressed in
such Transition Bond and in this Indenture, (ii) the unpaid principal, if any,
of any Transition Bond on or after the Series Termination Date or Class
Termination Date, if applicable, therefor or (iii) in the case of redemption,
the unpaid principal of and premium, if any, and interest on any Transition
Bond on or after the Redemption Date therefor.

          SECTION 5.14. Waiver of Stay or Extension Laws. The Issuer covenants
(to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead or in any manner whatsoever, claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this
Indenture; and the Issuer (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that
it will not hinder, delay or impede the execution of any power herein granted
to the Bond Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

          SECTION 5.15. Action on Transition Bonds. The Bond Trustee's right
to seek and recover judgment on the Transition Bonds or under this Indenture
shall not be affected by the seeking, obtaining or application of any other
relief under or with respect to this Indenture. Neither the lien of this
Indenture nor any rights or remedies of the Bond Trustee or the Transition
Bondholders shall be impaired by the recovery of any judgment by the Bond
Trustee against the Issuer or by the levy of any execution under such judgment
upon any portion of the Collateral or upon any of the assets of the Issuer.

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                                  ARTICLE VI

                               The Bond Trustee

          SECTION 6.01. Duties and Liabilities of Bond Trustee. (a) If an
Event of Default has occurred and is continuing, the Bond 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 Bond 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
     Bond Trustee; and

          (ii)in the absence of bad faith on its part, the Bond 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 Bond Trustee and conforming to the requirements of this
     Indenture.

          (c) The Bond Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own wilful
misconduct, except that:

          (i)this paragraph does not limit the effect of paragraph (b) of this
     Section;

          (ii)the Bond Trustee shall not be liable for any error of judgment
     made in good faith by a Responsible Officer unless it is proved that the
     Bond Trustee was negligent in ascertaining the pertinent facts; and

          (iii)the Bond Trustee shall not be liable with respect to any action
     it takes or omits to take in good faith in accordance with a direction
     received by it pursuant to Section 5.11.

          (d) Every provision of this Indenture that in any way relates to the
Bond Trustee is subject to paragraphs (a), (b) and (c) of this Section 6.01.

          (e) The Bond Trustee shall not be liable for interest on any money
received by it except as provided in this Indenture or as the Bond Trustee may
agree in writing with the Issuer.

          (f) Money held in trust by the Bond Trustee need not be segregated
from other funds except to the extent required by law or the terms of this
Indenture or the Transfer Agreement, the Sale Agreement or the Servicing
Agreement.

          (g) No provision of this Indenture shall require the Bond 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 adequate indemnity against such risk or liability
is not reasonably assured to it.

          (h) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Bond Trustee shall
be subject to the provisions of this Section and to the provisions of the TIA.

          (i) Under no circumstances shall the Bond Trustee be liable for any
indebtedness evidenced by or arising under the Transition Bonds or any Basic
Document.

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          SECTION 6.02. Rights of Bond Trustee. (a) The Bond Trustee may rely
on any document believed by it to be genuine and to have been signed or
presented by the proper Person. The Bond Trustee need not investigate any fact
or matter stated in the document.

          (b) Before the Bond Trustee acts or refrains from acting, it may
require an Officer's Certificate or an Opinion of Counsel. The Bond Trustee
shall not be liable for any action it takes or omits to take in good faith in
reliance on an Officer's Certificate or an Opinion of Counsel.

          (c) The Bond 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 Bond 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.

          (d) The Bond 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 Bond Trustee's conduct does not
constitute wilful misconduct, negligence or bad faith.

          (e) The Bond Trustee may consult with counsel, and the advice or
opinion of counsel with respect to legal matters relating to this Indenture
and the Transition Bonds shall be full and complete authorization and
protection from liability in respect to any action taken, omitted or suffered
by it hereunder in good faith and in accordance with the advice or opinion of
such counsel.

          SECTION 6.03. Individual Rights of Bond Trustee. The Bond Trustee in
its individual or any other capacity may become the owner or pledgee of
Transition Bonds and may otherwise deal with the Issuer or its affiliates with
the same rights it would have if it were not Bond Trustee. Any Paying Agent,
Transition Bond Registrar, co-registrar or co-paying agent may do the same
with like rights. However, the Bond Trustee must comply with Sections 6.11 and
6.12.

          SECTION 6.04. Bond Trustee's Disclaimer. The Bond Trustee shall not
be responsible for and makes no representation as to the validity or adequacy
of this Indenture or the Transition Bonds. The Bond Trustee shall not be
accountable for the Issuer's use of the proceeds from the Transition Bonds,
and the Bond Trustee 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
Transition Bonds or in the Transition Bonds other than the Bond Trustee's
certificate of authentication. The Bond Trustee shall not be responsible for
the form, character, genuineness, sufficiency, value or validity of any of the
Collateral, or for or in respect of the validity or sufficiency of the
Transition Bonds (other than the certificate of authentication for the
Transition Bonds) or the Basic Documents and the Bond Trustee shall in no
event assume or incur any liability, duty or obligation to any Holder of a
Transition Bond, other than is expressly provided for in this Indenture. The
Bond Trustee shall not be liable for the default or misconduct of the Issuer,
the Transferor, the Seller or the Servicer under any Basic Document or
otherwise and the Bond Trustee shall have no obligation or liability to
perform the obligations of the Issuer.

          SECTION 6.05. Notice of Defaults. If a Default occurs and is
continuing with respect to any Series and if it is known to a Responsible
Officer of the Bond Trustee, the Bond Trustee shall mail to each Holder of
Transition Bonds of all Series and to the Rating Agencies notice of the
Default within 90 days after it occurs. Except in the case of a Default in
payment of principal of or premium, if any, or interest on any Transition
Bond, the Bond Trustee may withhold the notice if and so long as a committee
of its Responsible Officers in good faith determines that withholding the
notice is in the interests of Transition Bondholders.

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                  SECTION 6.06. Reports by Bond Trustee to Holders. (a) So
long as the Bond Trustee is the Transition Bond Registrar, the Bond Trustee
shall deliver to each Holder of Transition Bonds such information as may be
required to enable such Holder to prepare its Federal and state income tax
returns.

          (b) With respect to each Series of Transition Bonds, on or prior to
each Payment Date therefor, the Bond Trustee will deliver a statement prepared
by the Servicer to each Holder of Transition Bonds which will include (to the
extent applicable) the following information (and any other information so
specified in the Series Supplement for such Series) as to the Transition Bonds
of such Series with respect to such Payment Date or the period since the
previous Payment Date, as applicable:

          (i)the amount paid to Holders of such Transition Bonds in respect of
     principal, such amount to be expressed as a dollar amount per thousand;

          (ii)the amount paid to Holders of such Transition Bonds in respect
     of interest, such amount to be expressed as a dollar amount per thousand;

          (iii)the Transition Bond Balance and the Projected Transition Bond
     Balance, in each case for such Series and as of the most recent Payment
     Date;

          (iv)the amount on deposit in the Overcollateralization Subaccount
     and the Calculated Overcollateralization Level, in each case for all
     Series and as of the most recent Payment Date;

          (v)the amount on deposit in the Capital Subaccount and the Required
     Capital Amount, in each case as of the most recent Payment Date; and

          (vi)the amount, if any, on deposit in the Reserve Subaccount as of
     the most recent Payment Date.

          (c) The Bond Trustee's responsibility for disbursing the information
described in subsection (b) above to Holders of Transition Bonds is limited to
the availability, timeliness and accuracy of the information provided by the
Servicer pursuant to Section 3.04 and Annex 1 of the Servicing Agreement.

          SECTION 6.07. Compensation and Indemnity. The Issuer shall pay to
the Bond Trustee from time to time reasonable compensation for its services.
The Bond Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Issuer shall reimburse the
Bond Trustee for all reasonable out-of-pocket expenses, disbursements and
advances incurred or made by it, including costs of collection, in addition to
the compensation for its services. Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Bond Trustee's
agents, counsel, accountants and experts. The Issuer shall indemnify and hold
harmless the Bond Trustee and its officers, directors, employees and agents
from and against any and all costs, damages, expenses, losses, liabilities or
other amounts whatsoever (including reasonable counsel fees and expenses)
incurred by the Bond Trustee in connection with the administration of this
trust, the enforcement of this trust and all of the Bond Trustee's rights,
powers and duties under this Indenture and the other Basic Documents to which
the Bond Trustee is a party and the performance by the Bond Trustee of the
duties and obligations of the Bond Trustee under or pursuant to this Indenture
and the other Basic Documents to which the Bond Trustee is a party. The Bond
Trustee shall notify the Issuer as soon as is reasonably practicable of any
claim for which it may seek indemnity. Failure by the Bond Trustee to so
notify the Issuer shall not relieve the Issuer of its obligations hereunder.
The Issuer shall defend the claim and the Bond Trustee may have separate
counsel and the Issuer shall pay the fees and expenses of such counsel. The
Issuer need not reimburse any expense or indemnify against any loss, liability
or expense incurred by the Bond Trustee (i) through the Bond Trustee's own
wilful misconduct, negligence or bad faith or (ii) to the extent the Bond
Trustee was

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reimbursed for or indemnified against any such loss, liability or expense by
the Transferor pursuant to the Transfer Agreement, the Seller pursuant to the
Sale Agreement or by the Servicer pursuant to the Servicing Agreement.

          The Issuer's payment obligations to the Bond Trustee pursuant to
this Section shall survive the discharge of this Indenture or the earlier
resignation or removal of the Bond Trustee. When the Bond 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 Title 11 of the United States Code or any
other applicable Federal or state bankruptcy, insolvency or similar law.

          SECTION 6.08. Replacement of Bond Trustee. The Bond Trustee may
resign at any time upon 30 days' prior written notice by so notifying the
Issuer. The Holders of a majority in Outstanding Amount of the Transition
Bonds of all Series may remove the Bond Trustee by so notifying the Issuer and
the Bond Trustee and may appoint a successor Bond Trustee. The Issuer shall
remove the Bond Trustee if:

          (i)the Bond Trustee fails to comply with Section 6.11;

          (ii)the Bond Trustee is adjudged a bankrupt or insolvent;

          (iii)a receiver or other public officer takes charge of the Bond
     Trustee or its property; or

          (iv)the Bond Trustee otherwise becomes incapable of acting.

          If the Bond Trustee resigns or is removed or if a vacancy exists in
the office of Bond Trustee for any reason (the Bond Trustee in such event
being referred to herein as the "Retiring Bond Trustee"), the Issuer shall
promptly appoint a successor Bond Trustee.

          A successor Bond Trustee shall deliver a written acceptance of its
appointment to the Retiring Bond Trustee and to the Issuer. Thereupon the
resignation or removal of the Retiring Bond Trustee shall become effective,
and the successor Bond Trustee shall have all the rights, powers and duties of
the Bond Trustee under this Indenture. The successor Bond Trustee shall mail a
notice of its succession to Transition Bondholders. The Retiring Bond Trustee
shall promptly transfer all property held by it as Bond Trustee to the
successor Bond Trustee.

          If a successor Bond Trustee does not take office within 60 days
after the Retiring Bond Trustee resigns or is removed, the Retiring Bond
Trustee, the Issuer or the Holders of a majority in Outstanding Amount of the
Transition Bonds of all Series may petition any court of competent
jurisdiction for the appointment of a successor Bond Trustee.

          If the Bond Trustee fails to comply with Section 6.11, any
Transition Bondholder may petition any court of competent jurisdiction for the
removal of the Bond Trustee and the appointment of a successor Bond Trustee.

          The Issuer shall promptly furnish written notification of the
appointment of any successor Bond Trustee pursuant to this Section 6.08 to
each of the Rating Agencies.

          Notwithstanding the replacement of the Bond Trustee pursuant to this
Section 6.08, the Issuer's obligations under Section 6.07 shall continue for
the benefit of the Retiring Bond Trustee.

          SECTION 6.09. Successor Bond Trustee by Merger. If the Bond Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation or banking
association shall, without any further act, be the successor Bond

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Trustee. The Issuer shall promptly furnish written notification of any such
successor Bond Trustee to each of the Rating Agencies.

          In case at the time such successor or successors by merger,
conversion consolidation or transfer shall succeed to the trusts created by
this Indenture any of the Transition Bonds shall have been authenticated but
not delivered, any such successor to the Bond Trustee may adopt the
certificate of authentication of any Retiring Bond Trustee, and deliver such
Transition Bonds so authenticated; and in case at that time any of the
Transition Bonds shall not have been authenticated, any successor to the Bond
Trustee may authenticate such Transition Bonds either in the name of any
Retiring Bond Trustee hereunder or in the name of the successor to the Bond
Trustee; and in all such cases such certificates shall have the full force
which it is anywhere in the Transition Bonds or in this Indenture provided
that the certificate of the Bond Trustee shall have.

          SECTION 6.10. Appointment of Co-Trustee or Separate Trustee. (a)
Notwithstanding any other provisions of this Indenture, at any time, for the
purpose of meeting any legal requirement of any jurisdiction in which any part
of the Collateral may at the time be located, the Bond Trustee shall have the
power and may execute and deliver all instruments to appoint one or more
Persons to act as a co-trustee or co-trustees, or separate trustee or separate
trustees, of all or any part of the Collateral, and to vest in such Person or
Persons, in such capacity and for the benefit of the Transition Bondholders,
such title to the Collateral, or any part hereof, and, subject to the other
provisions of this Section, such powers, duties, obligations, rights and
trusts as the Bond 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
Transition Bondholders of the appointment of any co-trustee or separate
trustee shall be required under Section 6.08 hereof.

          (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 Bond Trustee shall be conferred or imposed upon and exercised or
     performed by the Bond 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 Bond 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 Bond Trustee
     shall be incompetent or unqualified to perform such act or acts, in which
     event such rights, powers, duties and obligations (including the holding
     of title to the Collateral or any portion thereof in any such
     jurisdiction) shall be exercised and performed singly by such separate
     trustee or co-trustee, but solely at the direction of the Bond Trustee;

          (ii)no trustee hereunder shall be personally liable by reason of any
     act or omission of any other trustee hereunder; and

          (iii)the Bond 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 Bond 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 Bond 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 Bond Trustee. Every such instrument shall be filed with the
Bond Trustee.

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          (d) Any separate trustee or co-trustee may at any time constitute
the Bond Trustee, its agent or attorney-in-fact with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect
of this Agreement on its behalf and in its name. If any separate trustee or
co-trustee 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 Bond Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

          SECTION 6.11. Eligibility; Disqualification. The Bond Trustee shall
at all times satisfy the requirements of TIA ss. 310(a). The Bond Trustee
shall have a combined capital and surplus of at least $50,000,000 as set forth
in its most recent published annual report of condition and it shall have a
long term debt rating of "Baa3" or better by Moody's and "BBB-" by Fitch IBCA
(if currently rated by Fitch IBCA). The Bond Trustee shall comply with TIA ss.
310(b), including the optional provision permitted by the second sentence of
TIA ss. 310(b)(9); provided, however, that there shall be excluded from the
operation of TIA ss. 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 ss. 310(b)(1) are met.

          SECTION 6.12. Preferential Collection of Claims Against Issuer. The
Bond Trustee shall comply with TIA ss. 311(a), excluding any creditor
relationship listed in TIA ss. 311(b). A Bond Trustee who has resigned or been
removed shall be subject to TIA ss. 311(a) to the extent indicated.

                                  ARTICLE VII

                   Transition Bondholders' Lists and Reports

          SECTION 7.01. Issuer To Furnish Bond Trustee Names and Addresses of
Transition Bondholders. The Issuer will furnish or cause to be furnished to
the Bond Trustee (a) not more than five days after the earlier of (i) each
Record Date with respect to each Series and (ii) three months after the last
Record Date with respect to each Series, a list, in such form as the Bond
Trustee may reasonably require, of the names and addresses of the Holders of
Transition Bonds of such Series as of such Record Date, (b) at such other
times as the Bond Trustee may request in writing, within 30 days after receipt
by the Issuer of any such request, a list of similar form and content as of a
date not more than 10 days prior to the time such list is furnished; provided,
however, that so long as the Bond Trustee is the Transition Bond Registrar, no
such list shall be required to be furnished.

          SECTION 7.02. Preservation of Information; Communications to
Transition Bondholders. (a) The Bond Trustee shall preserve, in as current a
form as is reasonably practicable, the names and addresses of the Holders of
Transition Bonds contained in the most recent list furnished to the Bond
Trustee as provided in Section 7.01 and the names and addresses of Holders of
Transition Bonds received by the Bond Trustee in its capacity as Transition
Bond Registrar. The Bond Trustee may destroy any list furnished to it as
provided in such Section 7.01 upon receipt of a new list so furnished.

          (b) Transition Bondholders may communicate pursuant to TIA ss.
312(b) with other Transition Bondholders with respect to their rights under
this Indenture or under the Transition Bonds.

          (c) The Issuer, the Bond Trustee and the Transition Bond Registrar
shall have the protection of TIA ss. 312(c).

          SECTION 7.03. Reports by Issuer. (a) The Issuer shall:

          (i) file with the Bond Trustee, within 15 days after the Issuer is
     required to file the same with the Commission, copies of the annual
     reports and of the information,

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     documents and other reports (or copies of such portions of any of the
     foregoing as the Commission may from time to time by rules and
     regulations prescribe) which the Issuer may be required to file with the
     Commission pursuant to Section 13 or 15(d) of the Exchange Act;

          (ii)file with the Bond Trustee and the Commission in accordance with
     rules and regulations prescribed from time to time by the Commission 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 Bond Trustee (and the Bond Trustee shall transmit
     by mail to all Transition Bondholders described in TIA ss. 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 Commission.

          (b) Unless the Issuer otherwise determines, the fiscal year of the
Issuer shall end on December 31 of each year.

          SECTION 7.04. Reports by Bond Trustee. If required by TIA ss.
313(a), within 60 days after January 1st of each year, commencing with the
year after the issuance of the Transition Bonds of any Series, the Bond
Trustee shall mail to each Holder of Transition Bonds of such Series as
required by TIA ss. 313(c) a brief report dated as of such date that complies
with TIA ss. 313(a). The Bond Trustee also shall comply with TIA ss. 313(b);
provided, however, that the initial report so issued shall be delivered not
more than 12 months after the initial issuance of each Series.

          A copy of each report at the time of its mailing to Transition
Bondholders shall be filed by the Bond Trustee with the Commission and each
stock exchange, if any, on which the Transition Bonds are listed. The Issuer
shall notify the Bond Trustee in writing if and when the Transition Bonds are
listed on any stock exchange.

          SECTION 7.05. Provision of Servicer Reports. Upon the written
request of any Transition Bondholder to the Bond Trustee addressed to the
Corporate Trust Office, the Bond Trustee shall provide such Transition
Bondholder with a copy of the Officer's Certificate referred to in Section
3.05 of the Servicing Agreement and the Annual Accountant's Report referred to
in Section 3.06 of the Servicing Agreement.

                                 ARTICLE VIII

                     Accounts, Disbursements and Releases

          SECTION 8.01. Collection of Money. Except as otherwise expressly
provided herein, the Bond 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 Bond Trustee pursuant to this Indenture. The Bond Trustee
shall apply all such money received by it as provided in this Indenture.
Except as otherwise expressly provided in this Indenture, if any default
occurs in the making of any payment or performance under any agreement or
instrument that is part of the Collateral, the Bond Trustee may take such
action as may be appropriate to enforce such payment or performance, including
the institution and prosecution of appropriate Proceedings. Any such action
shall be without prejudice to any right to claim a Default or Event of Default
under this Indenture and any right to proceed thereafter as provided in
Article V.

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          SECTION 8.02. Collection Account. (a) On or prior to the Series
Issuance Date for the first Series issued hereunder, the Issuer shall open, at
the Bond Trustee's Corporate Trust Office, or at another Eligible Institution,
one or more non-interest bearing segregated trust accounts in the Bond
Trustee's name (collectively, the "Collection Account"). The Collection
Account will initially be divided into subaccounts, which need not be separate
bank accounts: a general subaccount (the "General Subaccount"), an
Overcollateralization subaccount (the "Overcollateralization Subaccount"), a
capital subaccount (the "Capital Subaccount") and a reserve subaccount (the
"Reserve Subaccount"). Prior to depositing funds or U.S. Government
Obligations in the Collection Account pursuant to Sections 4.01 or 4.02, the
Issuer shall establish defeasance subaccounts (each a "Defeasance Subaccount")
for each Series for which funds shall be deposited, as subaccounts of the
Collection Account. All amounts in the Collection Account not allocated to any
other subaccount shall be allocated to the General Subaccount. All references
to the Collection Account shall be deemed to include reference to all
subaccounts contained therein. Withdrawals from and deposits to each of the
foregoing subaccounts of the Collection Account shall be made as set forth in
Sections 4.01, 4.02, 4.03 and 8.02(c) and (d). The Collection Account shall at
all times be maintained in an Eligible Deposit Account and only the Bond
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 with such moneys, including all income or other
gain from such investments, shall be held by the Bond Trustee in the
Collection Account as part of the Collateral as herein provided. The Bond
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.

          (b) So long as no Default or Event of Default has occurred and is
continuing, all or a portion of the funds in the Collection Account shall be
invested in Eligible Investments and reinvested by the Bond Trustee upon
Issuer Order; provided, however, that (i) such Eligible Investments shall not
mature later than the Business Day prior to the next Payment Date for such
Series or Class, (ii) such Eligible Investments shall not be sold, liquidated
or otherwise disposed of at a loss prior to the maturity thereof, and (iii) no
funds in the Defeasance Subaccount for any Series of Transition Bonds shall be
invested in Eligible Investments or otherwise, except that U.S. Government
Obligations deposited by the Issuer with the Bond Trustee pursuant to Sections
4.01 or 4.02 shall remain as such. All income or other gain from investments
of moneys deposited in the Collection Account shall be deposited by the Bond
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 Bond 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 Bond Trustee to make any
such investment or sale, if requested by the Bond Trustee, the Issuer shall
deliver to the Bond Trustee an Opinion of Counsel, acceptable to the Bond
Trustee, to such effect. Subject to Section 6.01(c), the Bond Trustee shall
not in any way be held liable for the selection of Eligible Investments or for
investment losses incurred thereon except for losses attributable to the Bond
Trustee's failure to make payments on such Eligible Investments issued by the
Bond Trustee, in its commercial capacity as principal obligor and not as Bond
Trustee, in accordance with their terms. The Bond Trustee shall have no
liability in respect of losses incurred as a result of the liquidation of any
Eligible Investment prior to its stated maturity or the failure of the Issuer
to provide timely written investment direction. The Bond 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, however, if (i) the
Issuer shall have failed to give investment directions for any funds on
deposit in the Collection Account to the Bond Trustee by 11:00 a.m. Eastern
Time (or such other time as may be agreed by the Issuer and Bond Trustee) on
any Business Day; or (ii) a Default or Event of Default shall have occurred
and be continuing but the Transition Bonds shall not have been declared due
and payable pursuant to Section 5.02; then the Bond Trustee shall, to the
fullest extent practicable, invest and reinvest funds in the Collection
Account in one or more Eligible Investments.

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          (c) ITC Collections and investment earnings remitted by the Servicer
to the Bond Trustee and Indemnity Amounts remitted to the Bond Trustee by the
Transferor, the Seller or the Servicer or otherwise received by the Bond
Trustee or the Issuer shall be deposited in the General Subaccount.

          (d) The Bond Trustee shall apply amounts on deposit in the General
Subaccount of the Collection Account to pay the monthly fees owed by the
Issuer to the Administrative Agent under the Administration Agreement on or
before the 20th day of the month following receipt of a statement from the
Administrative Agent showing the amount due. In addition, based on the
statements prepared by the Servicer pursuant to Section 4 of Annex 1 to the
Servicing Agreement, on each Payment Date, the Bond Trustee shall by 12:00
noon (New York City time) apply all amounts on deposit (after payment of the
fees paid to the Administrative Agent in accordance with the preceding
sentence) in the General Subaccount of the Collection Account (including any
Indemnity Amounts) and any investment earnings on each of the subaccounts of
the Collection Account in the following priority:

          (i)all amounts owed to the Bond Trustee (including legal fees and
     expenses and Indemnity Amounts owing to the Bond Trustee) shall be paid
     to the Bond Trustee so long as no Event of Default would result from the
     payment of or failure to pay such amounts;

          (ii)all amounts owed to the Independent Directors will be paid to
     the Independent Directors so long as no Event of Default would result
     from the payment of or failure to pay such amounts;

          (iii)the Servicing Fee and all unpaid Servicing Fees from prior
     Payment Dates shall be paid to the Servicer;

          (iv)so long as no Event of Default has occurred and is continuing or
     would be caused by such payment, all Operating Expenses-other than (i),
     (ii) and (iii) above and other than the fees paid to the Administrative
     Agent pursuant to the first sentence of this Section 8.02(d) shall be
     paid to the Persons entitled thereto, provided that the amount paid on
     any Payment Date pursuant to this clause (iv) may not exceed $100,000 in
     the aggregate for all Series;

          (v)interest due and payable on the Transition Bonds, together with
     any overdue interest at the applicable Bond Rate and, to the extent
     permitted by law, interest thereon, will be paid to the Transition
     Bondholders;

          (vi)any principal of any Series or Class of Transition Bonds payable
     as a result of acceleration pursuant to Section 5.02, any principal of
     any Series or Class of Transition Bonds payable on a Series Termination
     Date or Class Termination Date, as applicable, and any principal of and
     premium on a Series or Class of Transition Bonds payable on a Redemption
     Date shall be paid to the Transition Bondholders;

          (vii)an amount up to the principal amount of the Transition Bonds
     that is scheduled to be paid by such Payment Date in accordance with the
     Expected Amortization Schedule shall be paid to the Transition
     Bondholders in respect of principal on the Transition Bonds;

          (viii)all unpaid Operating Expenses shall be paid to the Persons
     entitled thereto;

          (ix)an amount, if any, necessary to fund the balance of the Capital
     Subaccount up to the Required Capital Amount shall be transferred to the
     Capital Subaccount;

          (x)Overcollateralization with respect to all Series of Transition
     Bonds for such Payment Date shall be transferred to the
     Overcollateralization Subaccount;

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          (xi)provided that no Event of Default has occurred and is
     continuing, an amount up to the amount of net investment earnings on
     amounts in the Capital Subaccount since the previous Payment Date will be
     released to the Issuer, free from the lien of this Indenture;

          (xii)the balance, if any, will be allocated to the Reserve
     Subaccount; and

          (xiii)following repayment of all outstanding Series of Transition
     Bonds, the balance, if any, will be released to the Issuer, free from the
     lien of this Indenture.

          If, on any Payment Date funds on deposit in the General Subaccount
are insufficient to make the payments or transfers contemplated by clauses (i)
through (x) above, the Bond Trustee will draw from amounts on deposit in the
following subaccounts up to the amount of such shortfall, in order to make
such payments and transfers: from the Reserve Subaccount, then from the
Overcollateralization Subaccount and finally from the Capital Subaccount;
provided that amounts on deposit in the Overcollateralization Subaccount and
the Capital Subaccount shall only be used for the payments contemplated by
clauses (i) though (viii) above.

          All payments to the Transition Bondholders of a Series pursuant to
clauses (v) or (vi) of the first paragraph of Section 8.02(d) shall be made
pro rata based on the respective principal amounts of Transition Bonds of such
Series held by such Holders, unless, in the case of a Series comprised of two
or more Classes, the Series Supplement for such Series provides otherwise. All
payments to Transition Bondholders of a Class pursuant to clause (v) or (vi)
of the first paragraph of Section 8.02(d) shall be made pro rata based on the
respective principal amounts of Transition Bonds of such Class held by such
Holders.

          SECTION 8.03. Release of Collateral. (a) All money and other
property withdrawn from the Collection Account by the Bond Trustee for payment
to the Issuer as provided in this Indenture in accordance with Section 8.02
hereof shall be deemed released from the Indenture when so withdrawn and
applied in accordance with the provisions of Article VIII, without further
notice to, or release or consent by, the Bond Trustee.

          (b) So long as the Issuer is not in default hereunder, the Issuer,
through the Servicer, may collect, liquidate, sell or otherwise dispose of the
Transferred Intangible Transition Property, at any time and from time to time,
without any notice to, or release or consent by, the Bond 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 Collateral and be
deposited to the General Subaccount immediately upon receipt thereof by the
Issuer or any other Person, including the Servicer.

          (c) Other than as provided for in clauses (a) and (b) above, the
Bond Trustee shall release property from the lien of this Indenture only upon
receipt of an Issuer Request accompanied by an Officer's Certificate, an
Opinion of Counsel and Independent Certificates in accordance with TIA ss.ss.
314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01 or
an Opinion of Counsel in lieu of such Independent Certificates to the effect
that the TIA does not require any such Independent Certificate.

          (d) Subject to the payment of its fees and expenses pursuant to
Section 6.07, the Bond 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 Bond 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 Bond Trustee as
provided in this Article VIII shall be bound to ascertain the Bond Trustee's
authority, inquire into the satisfaction of any conditions precedent or see to
the application of any moneys.

          (e) Subject to Section 8.03(c), the Bond Trustee shall, at such time
as there are no Transition Bonds Outstanding and all sums due the Bond Trustee
pursuant to Section 6.07 have

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been paid, release any remaining portion of the Collateral that secured the
Transition Bonds from the lien of this Indenture and release to the Issuer or
any other Person entitled thereto any funds then on deposit in the Collection
Account.

          SECTION 8.04. Opinion of Counsel. The Bond Trustee shall receive at
least five Business Days notice when requested by the Issuer to take any
action pursuant to Section 8.03, accompanied by copies of any instruments
involved, and the Bond Trustee shall also require, as a condition to such
action, an Opinion of Counsel, in form and substance satisfactory to the Bond
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 Transition Bonds or the
rights of the Transition Bondholders in contravention of the provisions of
this Indenture; provided, however, that such Opinion of Counsel shall not be
required to express an opinion as to the fair value of the Collateral. Counsel
rendering any such opinion may rely, without independent investigation, on the
accuracy and validity of any certificate or other instrument delivered to the
Bond Trustee in connection with any such action.

          SECTION 8.05. Reports by Independent Accountants. The Issuer shall
appoint a firm of Independent certified public accountants of recognized
national reputation for purposes of preparing and delivering the reports or
certificates of such accountants required by this Indenture and the related
Series Supplements. Upon any resignation by such firm the Issuer shall
promptly appoint a successor thereto that shall also be a firm of Independent
certified public accountants of recognized national reputation. If the Issuer
shall fail to appoint a successor to a firm of Independent certified public
accountants that has resigned within 15 days after such resignation, the Bond
Trustee shall promptly notify the Issuer of such failure in writing. If the
Issuer shall not have appointed a successor within 10 days thereafter the Bond
Trustee shall promptly appoint a successor firm of Independent certified
public accountants of recognized national reputation. The fees of such firm of
Independent certified public accountants and its successor shall be payable by
the Issuer.

                                  ARTICLE IX

                            Supplemental Indentures

          SECTION 9.01. Supplemental Indentures Without Consent of Transition
Bondholders. (a) Without the consent of the Holders of any Transition Bonds
but with prior notice to the Rating Agencies, the Issuer and the Bond Trustee,
when authorized by an Issuer Order, at any time and from time to time, may
enter into one or more indentures supplemental hereto (which shall conform to
the provisions of the Trust Indenture Act as in force at the date of the
execution thereof), in form satisfactory to the Bond Trustee, for any of the
following purposes:

          (i)to correct or amplify the description of the Collateral, or to
     better assure, convey and confirm unto the Bond Trustee the Collateral,
     or to subject to the lien of this Indenture additional property;

          (ii)to evidence the succession, in compliance with the applicable
     provisions hereof, of another person to the Issuer, and the assumption by
     any such successor of the covenants of the Issuer herein and in the
     Transition Bonds contained;

          (iii)to add to the covenants of the Issuer, for the benefit of the
     Holders of the Transition Bonds, 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 Bond Trustee;

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          (v)to cure any ambiguity, to correct or supplement any provision
     herein or in any supplemental indenture which may be inconsistent with
     any other provision herein or in any supplemental indenture or to make
     any other provisions with respect to matters or questions arising under
     this Indenture or in any supplemental indenture; provided, however, that
     (i) such action shall not, as evidenced by an Opinion of Counsel,
     adversely affect in any material respect the interests of any Transition
     Bondholder and (ii) the Rating Agency Condition shall have been satisfied
     with respect thereto by all Rating Agencies other than Moody's (and prior
     written notice of such action shall be provided to Moody's);

          (vi)to evidence and provide for the acceptance of the appointment
     hereunder by a successor bond trustee with respect to the Transition
     Bonds and to add to or change any of the provisions of this Indenture as
     shall be necessary to facilitate the administration of the trusts
     hereunder by more than one bond trustee, pursuant to the requirements of
     Article VI;

          (vii)to modify, eliminate or add to the provisions of this Indenture
     to such extent as shall be necessary to effect the qualification of this
     Indenture under the TIA or under any similar Federal statute hereafter
     enacted and to add to this Indenture such other provisions as may be
     expressly required by the TIA;

          (viii)to set forth the terms of any Series that has not theretofore
     been authorized by a Series Supplement; or

          (ix)to provide for any hedge or swap transactions with respect to
     any floating rate Series or Class of Transition Bonds or any Series or
     Class specific credit enhancement; provided, however, that (i) such
     action shall not, as evidenced by an opinion of counsel, adversely affect
     in any material respect the interests of any Transition Bondholder and
     (ii) the Rating Agency Condition shall have been satisfied with respect
     thereto by all Rating Agencies other than Moody's (and prior written
     notice of such action shall be provided to Moody's).

          The Bond 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 Bond Trustee, when authorized by an Issuer
Order, may, also without the consent of any of the Holders of the Transition
Bonds, enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to, or changing in any manner or eliminating
any of the provisions of, this Indenture or of modifying in any manner the
rights of the Holders of the Transition Bonds under this Indenture; provided,
however, that (i) such action shall not, as evidenced by an Opinion of
Counsel, adversely affect the interests of any Transition Bondholder and (ii)
the Rating Agency Condition shall have been satisfied with respect thereto by
all Rating Agencies other than Moody's (and prior written notice of such
action shall be provided to Moody's).

          SECTION 9.02. Supplemental Indentures with Consent of Transition
Bondholders. The Issuer and the Bond Trustee, when authorized by an Issuer
Order, also may, 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
Transition Bonds of each Series or Class to be affected, by Act of such
Holders delivered to the Issuer and the Bond Trustee, enter into an indenture
or indentures supplemental hereto for the purpose of adding any provisions to,
or changing in any manner or eliminating any of the provisions of, this
Indenture or of modifying in any manner the rights of the Holders of the
Transition Bonds under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Transition Bond of each Series or Class affected thereby:

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          (i)change the date of payment of any instalment of principal of or
     premium, if any, or interest on any Transition Bond, or reduce the
     principal amount thereof, the interest rate thereon or the redemption
     price or the premium, if any, with respect thereto, change the provisions
     of this Indenture and the related applicable Series Supplement 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 Transition Bonds, or change any place of payment where, or the coin
     or currency in which, any Transition Bond or the interest thereon is
     payable;

          (ii)impair the right to institute suit for the enforcement of the
     provisions of this Indenture requiring the application of funds available
     therefor, as provided in Article V, to the payment of any such amount due
     on the Transition Bonds on or after the respective due dates thereof (or,
     in the case of redemption, on or after the Redemption Date);

          (iii)reduce the percentage of the Outstanding Amount of the
     Transition Bonds or of a Series or Class thereof, the consent of the
     Holders of which is required for any such supplemental indenture, or the
     consent of the Holders of which is required for any waiver of compliance
     with certain provisions of this Indenture or certain defaults hereunder
     and their consequences provided for in this Indenture or modify or alter
     the provisions of the proviso to the definition of the term
     "Outstanding";

          (iv)reduce the percentage of the Outstanding Amount of the
     Transition Bonds required to direct the Bond Trustee to direct the Issuer
     to sell or liquidate the Collateral pursuant to Section 5.04;

          (v)modify any provision of this Section except to increase any
     percentage specified herein or to provide that certain additional
     provisions of this Indenture or the Basic Documents cannot be modified or
     waived without the consent of the Holder of each Outstanding Transition
     Bond affected thereby;

          (vi)modify any of the provisions of this Indenture in such manner as
     to affect the amount of any payment of interest, principal or premium, if
     any, payable on any Transition Bond on any Payment Date or to affect the
     rights of the Holders of Transition Bonds to the benefit of any
     provisions for the mandatory redemption of the Transition Bonds contained
     herein or change the Redemption Dates, Expected Amortization Schedules or
     Series Termination Dates or Class Termination Dates of any Transition
     Bonds;

          (vii)decrease the Overcollateralization Amount or Required Capital
     Amount with respect to any Series or the Calculated Overcollateralization
     Level with respect to any Payment Date;

          (viii)modify or alter the provisions of this Indenture regarding the
     voting of Transition Bonds held by the Issuer, the Transferor, the
     Seller, an Affiliate of any of them or any obligor on the Transition
     Bonds;

          (ix)decrease the percentage of the aggregate principal amount of
     Transition Bonds required to amend the sections of this Indenture which
     specify the applicable percentage of the aggregate principal amount of
     the Transition Bonds necessary to amend this Indenture or certain other
     related agreements; or

          (x)permit the creation of any lien ranking prior to or on a parity
     with the lien of this Indenture with respect to any part of the
     Collateral or, except as otherwise permitted or contemplated herein,
     terminate the lien of this Indenture on any property at any time subject
     hereto or deprive the Holder of any Transition Bond of the security
     provided by the lien of this Indenture.

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          It shall not be necessary for any Act of Transition Bondholders
under this Section 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 Bond Trustee of
any supplemental indenture pursuant to this Section, the Bond Trustee shall
mail to the Holders of the Transition Bonds to which such amendment or
supplemental indenture relates, a notice prepared by the Issuer setting forth
in general terms the substance of such supplemental indenture. Any failure of
the Bond Trustee to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture.

          SECTION 9.03. Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modifications thereby of the trusts
created by this Indenture, the Bond Trustee shall be entitled to receive, and
subject to Sections 6.01 and 6.02, shall be fully protected in relying upon,
an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Bond Trustee may,
but shall not be obligated to, enter into any such supplemental indenture that
affects the Bond Trustee's own rights, duties, liabilities or immunities under
this Indenture or otherwise.

          SECTION 9.04. Effect of Supplemental Indenture. Upon the execution
of any supplemental indenture pursuant to the provisions hereof, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith with respect to each Series or Class of Transition Bonds affected
thereby, and the respective rights, limitations of rights, obligations,
duties, liabilities and immunities under this Indenture of the Bond Trustee,
the Issuer and the Holders of the Transition Bonds shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.

          SECTION 9.05. Conformity with Trust Indenture Act. Every amendment
of this Indenture and every supplemental indenture executed pursuant to this
Article IX shall conform to the requirements of the TIA as then in effect so
long as this Indenture shall then be qualified under the TIA.

          SECTION 9.06. Reference in Transition Bonds to Supplemental
Indentures. Transition Bonds authenticated and delivered after the execution
of any supplemental indenture pursuant to this Article IX may, and if required
by the Bond Trustee shall, bear a notation in form approved by the Bond
Trustee as to any matter provided for in such supplemental indenture. If the
Issuer or the Bond Trustee shall so determine, new Transition Bonds so
modified as to conform, in the opinion of the Bond Trustee and the Issuer, to
any such supplemental indenture may be prepared and executed by the Issuer and
authenticated and delivered by the Bond Trustee in exchange for Outstanding
Transition Bonds.

                                   ARTICLE X

                        Redemption of Transition Bonds

          SECTION 10.01. Optional Redemption by Issuer. The Issuer may, at its
option, redeem the Transition Bonds of a Series, in whole or from time to time
in part, as permitted by the related Series Supplement on any Redemption Date
at a price specified in such Series Supplement (such price being called the
"Redemption Price") plus interest accrued on the Transition Bonds to be
redeemed to such Redemption Date. If the Issuer shall elect to redeem the
Transition Bonds of a Series pursuant to this Section 10.01, it shall furnish
written notice of such election to the Bond Trustee not later than 25 days
prior to the Redemption Date for such redemption and shall deposit with the
Bond Trustee the Redemption Price of the Transition Bonds to be redeemed plus
interest

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accrued thereon to such Redemption Date on or prior to such Redemption Date
whereupon all such Transition Bonds shall be due and payable on such
Redemption Date upon the furnishing of a notice complying with Section 10.02
hereof to each Holder of the Transition Bonds of such Series pursuant to this
Section 10.01.

          SECTION 10.02. Form of Redemption Notice. Unless otherwise specified
in the Series Supplement relating to a Series of Transition Bonds, notice of
redemption under Section 10.01 hereof shall be given by the Bond Trustee by
first-class mail, postage prepaid, mailed not less than five days nor more
than 45 days prior to the applicable Redemption Date to each Holder of
Transition Bonds to be redeemed, as of the close of business on the Record
Date preceding the applicable Redemption Date at such Holder's address
appearing in the Transition Bond Register.

          All notices of redemption shall state:

          (1) the Redemption Date;

          (2) the amount of such Transition Bonds to be redeemed;

          (3) the Redemption Price; and

          (4) the place where such Transition Bonds are to be surrendered for
     payment of the Redemption Price and accrued interest (which shall be the
     office or agency of the Issuer to be maintained as provided in Section
     3.02 hereof).

          Notice of redemption of the Transition Bonds to be redeemed shall be
given by the Bond Trustee in the name and at the expense of the Issuer.
Failure to give notice of redemption, or any defect therein, to any Holder of
any Transition Bond selected for redemption shall not impair or affect the
validity of the redemption of any other Transition Bond. Any notice of
optional redemption may be conditioned upon the deposit of sufficient moneys
to pay the Redemption Price and accrued interest with the Bond Trustee before
the date fixed for redemption and such notice shall be of no effect unless
such moneys are so deposited.

          SECTION 10.03. Payment of Redemption Price. If (a) unconditional
notice of redemption has been duly mailed or duly waived by the Holders of all
Transition Bonds called for redemption or (b) conditional notice of redemption
has been so mailed or waived and the redemption moneys have been duly
deposited with the Bond Trustee, then in either case the Transition Bonds
called for redemption shall be payable on the applicable Redemption Date at
the applicable Redemption Price. No further interest will accrue on the
principal amount of any Transition Bonds called for redemption after the
Redemption Date for such redemption if payment of the Redemption Price thereof
has been duly provided for, and the Holder of such Transition Bonds will have
no rights with respect thereto, except to receive payment of the Redemption
Price thereof and unpaid interest accrued to the Redemption Date. Payment of
the Redemption Price together with accrued interest shall be made by the Bond
Trustee to or upon the order of the Holders of the Transition Bonds called for
redemption upon surrender of such Transition Bonds, and the Transition Bonds
so redeemed shall cease to be of further effect and the Lien hereunder shall
be released with respect to such Transition Bonds.

                                  ARTICLE XI

                                 Miscellaneous

          SECTION 11.01. Compliance Certificates and Opinions, etc. Upon any
application or request by the Issuer to the Bond Trustee to take any action
under any provision of this Indenture, the Issuer shall furnish to the Bond
Trustee (i) an Officer's Certificate stating that all conditions precedent, if
any, provided for in this Indenture relating to the proposed action have

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been complied with, (ii) an Opinion of Counsel stating that in the opinion of
such counsel all such conditions precedent, if any, have been complied with
and (iii) (if required by the TIA) an Independent Certificate from a firm of
certified public accountants meeting the applicable requirements of this
Section, 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:

          (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;

          (b) 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;

          (c) 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

          (d) a statement as to whether, in the opinion of each such
signatory, such condition or covenant has been complied with.

          SECTION 11.02. Form of Documents Delivered to Bond 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 an Authorized Officer of the Issuer
may be based, insofar as it relates to legal matters, upon a certificate or
opinion of, or representations by, counsel, unless such officer knows, or in
the exercise of reasonable care should know, that the certificate or opinion
or representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate of an Authorized Officer
or Opinion of Counsel may be based, insofar as it relates to factual matters,
upon a certificate or opinion of, or representations by, an officer or
officers of the Servicer, the Transferor, the Seller or the Issuer, stating
that the information with respect to such factual matters is in the possession
of the Servicer, the Transferor, the Seller or the Issuer, unless such
Authorized Officer or counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect
to such matters are erroneous.

          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.

          Whenever in this Indenture, in connection with any application or
certificate or report to the Bond 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 Bond Trustee's right to rely
upon the truth and accuracy of any statement or opinion contained in any such
document as provided in Article VI.

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          SECTION 11.03. Acts of Transition Bondholders. (a) Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Transition Bondholders may
be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Transition Bondholders in person or by agents
duly appointed in writing; and except as herein otherwise expressly provided
such action shall become effective when such instrument or instruments are
delivered to the Bond Trustee, and, where it is hereby expressly required, to
the Issuer. Such instrument or instruments (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the "Act" of the
Transition Bondholders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and (subject to Section
6.01) conclusive in favor of the Bond Trustee and the Issuer, if made in the
manner provided in this Section.

          (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 Bond Trustee deems
sufficient.

          (c) The ownership of Transition Bonds shall be proved by the
Transition Bond Register.

          (d) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Transition Bonds shall bind the
Holder of every Transition Bond issued upon the registration thereof or in
exchange therefor or in lieu thereof, in respect of anything done, omitted or
suffered to be done by the Bond Trustee or the Issuer in reliance thereon,
whether or not notation of such action is made upon such Transition Bond.

          SECTION 11.04. Notices, etc., to Bond Trustee, Issuer and Rating
Agencies. Any request, demand, authorization, direction, notice, consent,
waiver or Act of Transition Bondholders or other documents provided or
permitted by this Indenture to be made upon, given or furnished to or filed
with:

          (a)the Bond Trustee by any Transition Bondholder or by the Issuer
     shall be sufficient for every purpose hereunder if made, given, furnished
     or filed in writing, delivered personally, via facsimile transmission, by
     reputable overnight courier or by first-class mail, postage prepaid, to
     the Bond Trustee at its Corporate Trust Office, or

          (b)the Issuer by the Bond Trustee or by any Transition Bondholder
     shall be sufficient for every purpose hereunder if in writing, delivered
     personally, via facsimile transmission, by reputable overnight courier or
     by first-class mail, postage prepaid, to the Issuer addressed to: West
     Penn Funding LLC, 2325B-2 Renaissance Drive, Las Vegas, Nevada 89119,
     Attention: Secretary, or at any other address previously furnished in
     writing to the Bond Trustee by the Issuer. The Issuer shall promptly
     transmit any notice received by it from the Transition Bondholders to the
     Bond Trustee.

          Notices required to be given to the Rating Agencies by the Issuer or
the Bond Trustee shall be in writing, delivered personally, via facsimile
transmission, by reputable overnight courier or by first-class mail, postage
prepaid, to (i) in the case of Fitch IBCA, at the following address: Fitch
IBCA, Inc., 1 State Street Plaza, New York, New York 10004, Attention: ABS
Surveillance, (ii) in the case of Moody's, at the following address: Moody's
Investors Service, Inc., Attention: ABS Monitoring Department, 99 Church
Street, New York, New York 10007 and (iii) in the case of Standard & Poor's,
at the following address: Standard & Poor's Corporation, 26 Broadway (15th
Floor), New York, New York 10004, Attention: Asset Backed Surveillance
Department.

          SECTION 11.05. Notices to Transition Bondholders; Waiver. Where this
Indenture provides for notice to Transition Bondholders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and delivered by first- class mail, postage prepaid,
to each Transition Bondholder affected by such event, at their address

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as it appears on the Transition Bond Register, not later than the latest date,
and not earlier than the earliest date, prescribed for the giving of such
notice. In any case where notice to Transition Bondholders is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular Transition Bondholder shall affect the sufficiency of such
notice with respect to other Transition Bondholders, and any notice that is
mailed in the manner herein provided shall conclusively be presumed to have
been duly given.

          Where this Indenture provides for notice in any manner, such notice
may be waived in writing by any Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Transition Bondholders shall be filed with the
Bond 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 it shall be impractical to deliver notice in accordance with
the first paragraph of this Section 11.05 to the Holders of Transition Bonds
when such notice is required to be given pursuant to any provision of this
Indenture, then any manner of giving such notice as shall be satisfactory to
the Bond 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 11.06. Alternate Payment and Notice Provisions.
Notwithstanding any provision of this Indenture or any of the Transition Bonds
to the contrary, the Issuer may enter into any agreement with any Holder of a
Transition Bond providing for a method of payment, or notice by the Bond
Trustee or any Paying Agent to such Holder, that is different from the methods
provided for in this Indenture for such payments or notices. The Issuer will
furnish to the Bond Trustee a copy of each such agreement and the Bond Trustee
will cause payments to be made and notices to be given in accordance with such
agreements.

          SECTION 11.07. 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 ss.ss. 310 through 317 that impose duties on
any person (including the provisions automatically deemed included herein
unless expressly excluded by this Indenture) are a part of and govern this
Indenture, whether or not physically contained herein.

          SECTION 11.08. Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

          SECTION 11.09. Successors and Assigns. All covenants and agreements
in this Indenture and the Transition Bonds by the Issuer shall bind its
successors and permitted assigns, whether so expressed or not.

          All agreements of the Bond Trustee in this Indenture shall bind its
successors.

          SECTION 11.10. Separability. In case any provision in this Indenture
or in the Transition Bonds shall be invalid, illegal or unenforceable, the
validity, legality, and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

          SECTION 11.11. Benefits of Indenture. Nothing in this Indenture or
in the Transition Bonds, express or implied, shall give to any Person, other
than the parties hereto and their successors hereunder, and the Transition
Bondholders, and any other party secured hereunder, and any other Person with
an ownership interest in any part of the Collateral, any benefit or any legal
or equitable right, remedy or claim under this Indenture.

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          SECTION 11.12. Legal Holidays. In any case where the date on which
any payment is due shall not be a Business Day, then (notwithstanding any
other provision of the Transition Bonds or this Indenture) payment need not be
made on such date, but may be made on the next succeeding Business Day with
the same force and effect as if made on the date on which nominally due, and
no interest shall accrue for the period from and after any such nominal date.

          SECTION 11.13. GOVERNING LAW. THIS INDENTURE SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, 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, PROVIDED THAT THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA SHALL GOVERN
THE CREATION, ATTACHMENT, PERFECTION AND ENFORCEMENT OF THE SECURITY INTEREST
HEREUNDER IN THE INTANGIBLE TRANSITION PROPERTY UNDER THE STATUTE.

          SECTION 11.14. Counterparts. This Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

          SECTION 11.15. Issuer Obligation. No recourse may be taken, directly
or indirectly, with respect to the obligations of the Issuer or the Bond
Trustee on the Transition Bonds or under this Indenture or any certificate or
other writing delivered in connection herewith or therewith, against (i) any
owner of a beneficial interest in the Issuer or (ii) any partner, owner,
beneficiary, agent, officer, director, employee or agent of the Bond Trustee,
any holder of a beneficial interest in the Issuer or the Bond Trustee or of
any successor or assign of the Bond Trustee, except as any such Person may
have expressly agreed (it being understood that none of the Bond Trustee's
obligations are in its individual capacity).

          SECTION 11.16. No Petition. The Bond Trustee, by entering into this
Indenture, and each Transition Bondholder, by accepting a Transition Bond,
hereby covenant and agree that they will not at any time institute against the
Issuer, or join in any institution against the Issuer of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States Federal or state bankruptcy or similar law
in connection with any obligations relating to the Transition Bonds, this
Indenture or any of the Basic Documents.

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          IN WITNESS WHEREOF, the Issuer and the Bond Trustee 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.

                                          WEST PENN FUNDING LLC,

                                          by

                                              Name:
                                              Title:


                                          BANKERS TRUST COMPANY, as Bond
                                             Trustee,

                                          by

                                              Name:
                                              Title:

                                     111