exh4-1.htm


     

    Exhibit
      4.1

     

    

       

      FORM
        OF

       

       

      


       

      RSB
        BONDCO LLC,

       

      Issuer,

       

      and

       

      _________,

       

      Indenture
        Trustee and Securities Intermediary

       

       

      ______________________________

       

      INDENTURE

       

      Dated
        as of ______  __, 2007

       

      ______________________________

       

       

      Issuable
        in Series

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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

              	
                2

              
	
                SECTION
                  1.03.  Rules of Construction

              	
                2

              
	 	 
	
                ARTICLE
                  II

                THE
                  RATE STABILIZATION BONDS

              	 
	 	 
	
                SECTION
                  2.01.  Form

              	
                3

              
	
                SECTION
                  2.02.  Denominations; Rate Stabilization Bonds Issuable in
                  Series

              	
                3

              
	
                SECTION
                  2.03.  Execution, Authentication and Delivery

              	
                5

              
	
                SECTION
                  2.04.  Temporary Rate Stabilization Bonds

              	
                5

              
	
                SECTION
                  2.05.  Registration; Registration of Transfer and Exchange of
                  Rate Stabilization Bonds

              	
                6

              
	
                SECTION
                  2.06.  Mutilated, Destroyed, Lost or Stolen Rate Stabilization
                  Bonds

              	
                7

              
	
                SECTION
                  2.07.  Persons Deemed Owner

              	
                8

              
	
                SECTION
                  2.08.  Payment of Principal, Premium, if any, and Interest;
                  Interest on Overdue Principal; Principal, Premium, if any, and
                  Interest
                  Rights Preserved

              	
                8

              
	
                SECTION
                  2.09.  Cancellation

              	
                9

              
	
                SECTION
                  2.10.  Outstanding Amount; Authentication and Delivery of Rate
                  Stabilization Bonds

              	
                10

              
	
                SECTION
                  2.11.  Book-Entry Rate Stabilization Bonds

              	
                19

              
	
                SECTION
                  2.12.  Notices to Clearing Agency

              	
                20

              
	
                SECTION
                  2.13.  Definitive Rate Stabilization Bonds

              	
                21

              
	
                SECTION
                  2.14.  CUSIP Number

              	
                21

              
	
                SECTION
                  2.15.  Letter of Representations

              	
                21

              
	
                SECTION
                  2.16.  Special Terms Applicable to Subsequent Transfers of
                  Certain Rate Stabilization Bonds

              	
                22

              
	
                SECTION
                  2.17.  Tax Treatment

              	
                22

              
	
                SECTION
                  2.18.  State Pledge

              	
                23

              
	
                SECTION
                  2.19.  Security Interests

              	
                23

              
	 	 
	
                ARTICLE
                  III

                COVENANTS

              	 
	 	 
	
                SECTION
                  3.01.  Payment of Principal, Premium, if any, and
                  Interest

              	
                24

              
	
                SECTION
                  3.02.  Maintenance of Office or Agency

              	
                25

              
	
                SECTION
                  3.03.  Money for Payments To Be Held in Trust

              	
                25

              
	
                SECTION
                  3.04.  Existence

              	
                26

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        Page

         

      

      
        	
                SECTION
                  3.05.  Protection of Rate Stabilization Bond
                  Collateral

              	
                26

              
	
                SECTION
                  3.06.  Opinions as to Rate Stabilization Bond
                  Collateral

              	
                27

              
	
                SECTION
                  3.07.  Performance of Obligations; Servicing; SEC
                  Filings

              	
                28

              
	
                SECTION
                  3.08.  Certain Negative Covenants

              	
                29

              
	
                SECTION
                  3.09.  Annual Statement as to Compliance

              	
                30

              
	
                SECTION
                  3.10.  Issuer May Consolidate, etc., Only on Certain
                  Terms

              	
                31

              
	
                SECTION
                  3.11.  Successor or Transferee

              	
                33

              
	
                SECTION
                  3.12.  No Other Business

              	
                33

              
	
                SECTION
                  3.13.  No Borrowing

              	
                33

              
	
                SECTION
                  3.14.  Servicer’s Obligations

              	
                33

              
	
                SECTION
                  3.15.  Guarantees, Loans, Advances and Other
                  Liabilities

              	
                33

              
	
                SECTION
                  3.16.  Capital Expenditures

              	
                34

              
	
                SECTION
                  3.17.  Restricted Payments

              	
                34

              
	
                SECTION
                  3.18.  Notice of Events of Default

              	
                34

              
	
                SECTION
                  3.19.  Further Instruments and Acts

              	
                34

              
	
                SECTION
                  3.20.  Purchase of Subsequent Rate Stabilization
                  Property

              	
                34

              
	
                SECTION
                  3.21.  Inspection

              	
                36

              
	
                SECTION
                  3.22.  Sale Agreement, Servicing Agreement and Administration
                  Agreement Covenants

              	
                36

              
	
                SECTION
                  3.23.  Taxes

              	
                38

              
	 	 
	
                ARTICLE
                  IV

                SATISFACTION
                  AND DISCHARGE; DEFEASANCE

              	 
	 	 
	
                SECTION
                  4.01.  Satisfaction and Discharge of Indenture;
                  Defeasance

              	
                38

              
	
                SECTION
                  4.02.  Conditions to Defeasance

              	
                40

              
	
                SECTION
                  4.03.  Application of Trust Money

              	
                41

              
	
                SECTION
                  4.04.  Repayment of Moneys Held by Paying Agent

              	
                42

              
	 	 
	
                ARTICLE
                  V

                REMEDIES

              	 
	 	 
	
                SECTION
                  5.01.  Events of Default

              	
                42

              
	
                SECTION
                  5.02.  Acceleration of Maturity; Rescission and
                  Annulment

              	
                44

              
	
                SECTION
                  5.03.  Collection of Indebtedness and Suits for Enforcement by
                  Indenture Trustee

              	
                44

              
	
                SECTION
                  5.04.  Remedies; Priorities

              	
                46

              
	
                SECTION
                  5.05.  Optional Preservation of the Rate Stabilization Bond
                  Collateral

              	
                48

              
	
                SECTION
                  5.06.  Limitation of Suits

              	
                48

              
	
                SECTION
                  5.07.  Unconditional Rights of Holders To Receive Principal,
                  Premium, if any, and Interest

              	
                49

              
	
                SECTION
                  5.08.  Restoration of Rights and Remedies

              	
                49

              
	
                SECTION
                  5.09.  Rights and Remedies Cumulative

              	
                49

              
	
                SECTION
                  5.10.  Delay or Omission Not a Waiver

              	
                49

              
	
                SECTION
                  5.11.  Control by Holders

              	
                50

              
	
                SECTION
                  5.12.  Waiver of Past Defaults

              	
                50

              


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

      
         

        Page

         

      

      
        	
                SECTION
                  5.13.  Undertaking for Costs

              	
                51

              
	
                SECTION
                  5.14.  Waiver of Stay or Extension Laws

              	
                51

              
	
                SECTION
                  5.15.  Action on Rate Stabilization Bonds

              	
                51

              
	 	 
	
                ARTICLE
                  VI

                THE
                  INDENTURE TRUSTEE

              	 
	 	 
	
                SECTION
                  6.01.  Duties of Indenture Trustee

              	
                51

              
	
                SECTION
                  6.02.  Rights of Indenture Trustee

              	
                53

              
	
                SECTION
                  6.03.  Individual Rights of Indenture Trustee

              	
                54

              
	
                SECTION
                  6.04.  Indenture Trustee’s Disclaimer

              	
                54

              
	
                SECTION
                  6.05.  Notice of Defaults

              	
                54

              
	
                SECTION
                  6.06.  Reports by Indenture Trustee to Holders

              	
                55

              
	
                SECTION
                  6.07.  Compensation and Indemnity

              	
                56

              
	
                SECTION
                  6.08.  Replacement of Indenture Trustee and Securities
                  Intermediary

              	
                56

              
	
                SECTION
                  6.09.  Successor Indenture Trustee by Merger

              	
                58

              
	
                SECTION
                  6.10.  Appointment of Co-Trustee or Separate
                  Trustee

              	
                58

              
	
                SECTION
                  6.11.  Eligibility; Disqualification

              	
                59

              
	
                SECTION
                  6.12.  Preferential Collection of Claims Against
                  Issuer

              	
                59

              
	
                SECTION
                  6.13.  Representations and Warranties of Indenture
                  Trustee

              	
                60

              
	
                SECTION
                  6.14.  Annual Report by Independent Registered Public
                  Accountants

              	
                60

              
	
                SECTION
                  6.15.  Custody of Rate Stabilization Bond
                  Collateral

              	
                60

              
	 	 
	
                ARTICLE
                  VII

                HOLDERS’
                  LISTS AND REPORTS

              	 
	 	 
	
                SECTION
                  7.01.  Issuer To Furnish Indenture Trustee Names and Addresses
                  of Holders

              	
                61

              
	
                SECTION
                  7.02.  Preservation of Information;  Communications to
                  Holders

              	
                61

              
	
                SECTION
                  7.03.  Reports by Issuer

              	
                61

              
	
                SECTION
                  7.04.  Reports by Indenture Trustee

              	
                62

              
	 	 
	
                ARTICLE
                  VIII

                ACCOUNTS,
                  DISBURSEMENTS AND RELEASES

              	 
	 	 
	
                SECTION
                  8.01.  Collection of Money

              	
                62

              
	
                SECTION
                  8.02.  Collection Accounts and TPC Deposit
                  Accounts

              	
                62

              
	
                SECTION
                  8.03.  General Provisions Regarding the Collection
                  Accounts

              	
                67

              
	
                SECTION
                  8.04.  Release of Rate Stabilization Bond
                  Collateral

              	
                68

              
	
                SECTION
                  8.05.  Opinion of Counsel

              	
                68

              
	
                SECTION
                  8.06.  Reports by Independent Registered Public
                  Accountants

              	
                69

              


      

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

      
         

        Page

         

      

      
        	
                ARTICLE
                  IX

                SUPPLEMENTAL
                  INDENTURES

              	 
	 	 
	
                SECTION
                  9.01.  Supplemental Indentures Without Consent of
                  Holders

              	
                69

              
	
                SECTION
                  9.02.  Supplemental Indentures with Consent of
                  Holders

              	
                71

              
	
                SECTION
                  9.03.  Execution of Supplemental Indentures

              	
                72

              
	
                SECTION
                  9.04.  Effect of Supplemental Indenture

              	
                72

              
	
                SECTION
                  9.05.  Conformity with Trust Indenture Act

              	
                72

              
	
                SECTION
                  9.06.  Reference in Rate Stabilization Bonds to Supplemental
                  Indentures

              	
                73

              
	 	 
	
                ARTICLE
                  X

                MISCELLANEOUS

              	 
	 	 
	
                SECTION
                  10.01.  Compliance Certificates and Opinions,
                  etc.

              	
                73

              
	
                SECTION
                  10.02.  Form of Documents Delivered to Indenture
                  Trustee

              	
                75

              
	
                SECTION
                  10.03.  Acts of Holders

              	
                75

              
	
                SECTION
                  10.04.  Notices, etc., to Indenture Trustee, Issuer and Rating
                  Agencies

              	
                76

              
	
                SECTION
                  10.05.  Notices to Holders; Waiver

              	
                77

              
	
                SECTION
                  10.06.  Conflict with Trust Indenture Act

              	
                77

              
	
                SECTION
                  10.07.  Effect of Headings and Table of Contents

              	
                78

              
	
                SECTION
                  10.08.  Successors and Assigns

              	
                78

              
	
                SECTION
                  10.09.  Severability

              	
                78

              
	
                SECTION
                  10.10.  Benefits of Indenture

              	
                78

              
	
                SECTION
                  10.11.  Legal Holidays

              	
                78

              
	
                SECTION
                  10.12.  GOVERNING LAW

              	
                78

              
	
                SECTION
                  10.13.  Counterparts

              	
                78

              
	
                SECTION
                  10.14.  Recording of Indenture

              	
                79

              
	
                SECTION
                  10.15.  Issuer Obligation

              	
                79

              
	
                SECTION
                  10.16.  No Recourse to Issuer

              	
                79

              
	
                SECTION
                  10.17.  Basic Documents

              	
                79

              
	
                SECTION
                  10.18.  No Petition

              	
                79

              


      

      


      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      

       

      EXHIBITS
        AND SCHEDULES

      


      
        	
                EXHIBIT
                  A

              	
                Form
                  of Rate Stabilization Bonds

              
	
                EXHIBIT
                  B

              	
                Form
                  of Series Supplement

              
	
                EXHIBIT
                  C

              	
                Form
                  of Investor Representation Letter

              
	
                EXHIBIT
                  D

              	
                Form
                  of ERISA Representation Letter

              
	
                EXHIBIT
                  E

              	
                Servicing
                  Criteria to be Addressed by Indenture Trustee in Assessment of
                  Compliance

              


      

      


      


      APPENDIX

      


      
        	
                APPENDIX
                  A

              	
                Definitions

              


      

      


      
        
          
          

        

        
          v

          
            

          

        

        
          
          

        

      



      TRUST
        INDENTURE ACT CROSS REFERENCE TABLE

      


      
        	
                TIA
                  Section

              	
                Indenture
                  Section

              
	
                310

              	
                (a)(1)

              	
                6.11

              
	 	
                (a)(2)

              	
                6.11

              
	 	
                (a)(3)

              	
                6.10(b)(i)

              
	 	
                (a)(4)

              	
                N.A.

              
	 	
                (a)(5)

              	
                6.11

              
	 	
                (b)

              	
                6.12

              
	 	
                (c)

              	
                N.A.

              
	
                311

              	
                (a)

              	
                6.13

              
	 	
                (b)

              	
                6.13

              
	 	
                (c)

              	
                N.A.

              
	
                312

              	
                (a)

              	
                7.01
                  and 7.02

              
	 	
                (b)

              	
                7.02

              
	 	
                (c)

              	
                7.02

              
	
                313

              	
                (a)

              	
                7.04

              
	 	
                (b)(1)

              	
                7.04

              
	 	
                (b)(2)

              	
                7.04

              
	 	
                (c)

              	
                7.04

              
	 	
                (d)

              	
                7.04

              
	
                314

              	
                (a)

              	
                3.09,
                  4.01, and 7.03(a)

              
	 	
                (b)

              	
                3.06
                  and 4.01

              
	 	
                (c)(1)

              	
                2.10,
                  4.01 and 11.01(a)

              
	 	
                (c)(2)

              	
                2.10,
                  4.01 and 11.01(a)

              
	 	
                (c)(3)

              	
                2.10
                  4.01 and 11.01(a)

              
	 	
                (d)

              	
                2.10,
                  8.04(b) and 10.01(b)

              
	 	
                (e)

              	
                10.01(a)

              
	 	
                (f)

              	
                10.01(a)

              


      

       

      
        
          
          

        

        
          vi

          
            

          

        

        
          
          

        

      

       

      
        	
                TIA
                  Section  

              	
                Indenture
                  Section 

              
	
                315

              	
                (a)

              	
                6.01(b)(i)(ii)

              
	 	
                (b)

              	
                6.05

              
	 	
                (c)

              	
                6.01
                  (a)

              
	 	
                (d)

              	
                6.01(c)(i)-(iii)

              
	 	
                (e)

              	
                5.13

              
	
                316

              	
                (a)
                  (last sentence)

              	
                Appendix
                  A – definition of “Outstanding”

              
	 	
                (a)(1)(A)

              	
                5.11

              
	 	
                (a)(1)(B)

              	
                5.12

              
	 	
                (a)(2)

              	
                Omitted

              
	 	
                (b)

              	
                5.07

              
	 	
                (c)

              	
                Appendix
                  A – definition of  “Record Date”

              
	
                317

              	
                (a)(1)

              	
                5.03(a)

              
	 	
                (a)(2)

              	
                5.03(c)(iv)

              
	 	
                (b)

              	
                3.03

              
	
                318

              	
                (a)

              	
                10.07

              


      

      


      **           “N.A.”
        shall mean “not applicable”.

       

       

      THIS
        CROSS REFERENCE TABLE SHALL NOT, FOR ANY PURPOSE, BE DEEMED TO BE PART OF
        THIS
        INDENTURE.

       

      
        
          
          

        

        
          vii

          
            

          

        

        
          
          

        

      


      This
        INDENTURE dated as of _______ __, 2007, by and between RSB BONDCO LLC, a
        Delaware limited liability company (the “Issuer”), and _________, a
        ______ banking corporation, in its capacity as indenture trustee (the
“Indenture Trustee”) for the benefit of the Secured Parties (as defined
        herein) and in its separate capacity as a securities intermediary (the
“Securities Intermediary”).

       

      In
        consideration of the mutual agreements herein contained, each party agrees
        as
        follows for the benefit of the other and each of the Holders:

       

      RECITALS
        OF THE ISSUER

       

      The
        Issuer has duly authorized the execution and delivery of this Indenture and
        the
        creation and issuance of Rate Stabilization Bonds issuable in Series hereunder,
        each Series to be of substantially the tenor set forth herein and in the
        respective Series Supplement relating to each such Series of Rate Stabilization
        Bonds.

       

      The
        Rate
        Stabilization Bonds shall be non-recourse obligations and shall be secured
        by
        and payable solely out of the proceeds of the Rate Stabilization Property
        and
        the other Rate Stabilization Bond Collateral.  If and to the extent
        that such proceeds of Rate Stabilization Property and the other Rate
        Stabilization Bond Collateral are insufficient to pay all amounts owing with
        respect to the Rate Stabilization Bonds, then, except as otherwise expressly
        provided hereunder, the Holders shall have no Claim in respect of such
        insufficiency against the Issuer, and the Holders, by their acceptance of
        the
        Rate Stabilization Bonds, waive any such Claim.

       

      All
        things necessary to (a) make the Rate Stabilization Bonds, when executed
        by the
        Issuer and authenticated and delivered by the Indenture Trustee hereunder
        and
        duly issued by the Issuer, valid obligations, and (b) make this Indenture
        a
        valid agreement of the Issuer, in each case, in accordance with their respective
        terms, have been done.

       

      NOW,
        THEREFORE, THIS INDENTURE WITNESSETH:

       

      That
        the
        Issuer, in consideration of the premises herein contained and of the purchase
        of
        the Rate Stabilization Bonds by the Holders and of other good and lawful
        consideration, the receipt and sufficiency of which are hereby acknowledged,
        and
        to secure, equally and ratably without prejudice, priority or distinction,
        except as specifically otherwise set forth in this Indenture, the payment
        of the
        Rate Stabilization Bonds, the payment of all other amounts due under or in
        connection with this Indenture (including, without limitation, all fees,
        expenses, counsel fees and other amounts due and owing to the Indenture Trustee)
        and the performance and observance of all of the covenants and conditions
        contained herein or in such Rate Stabilization Bonds, has hereby executed
        and
        delivered this Indenture and by these presents does hereby and under one
        or more
        Series Supplements will convey, grant and assign, transfer and pledge, in
        each
        case, in and unto the Indenture Trustee, its successors and assigns forever,
        for
        the benefit of the Secured Parties of the related Series, all and singular
        the
        property described in one or more Series Supplements (such property with
        respect
        to a particular Series hereinafter referred to as the “Series Rate
        Stabilization Bond Collateral” and all such property, collectively,
        hereinafter referred to as the “Rate Stabilization Bond
        Collateral”).  Each Series Supplement will

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      more
        particularly describe the obligations of the Issuer secured by the applicable
        Series Rate Stabilization Bond Collateral.

       

      AND
        IT IS
        HEREBY COVENANTED, DECLARED AND AGREED between the parties hereto that all
        Rate
        Stabilization Bonds are to be issued, countersigned and delivered and that
        all
        of the Rate Stabilization Bond Collateral is to be held and applied, subject
        to
        the further covenants, conditions, releases, uses and trusts hereinafter
        set
        forth, and the Issuer, for itself and any successor, does hereby covenant
        and
        agree to and with the Indenture Trustee and its successors in said trust,
        for
        the benefit of the Secured Parties, as follows:

       

      ARTICLE
        I


       

      DEFINITIONS
        AND INCORPORATION BY REFERENCE

       

      SECTION
        1.01.    Definitions.  Except as otherwise
        specified herein or as the context may otherwise require, the capitalized
        terms
        used herein shall have the respective meanings set forth in Appendix A
        attached hereto and made a part hereof for all purposes of this
        Indenture.

       

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

       

      “indenture
        securities” means the Rate Stabilization Bonds.

       

      “indenture
        security holder” means a Holder.

       

      “indenture
        to be qualified” means this Indenture.

       

      “indenture
        trustee” or “institutional trustee” means the Indenture Trustee.

       

      “obligor”
        on the indenture securities means the Issuer and any other obligor on the
        indenture securities.

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      (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
        RATE
        STABILIZATION BONDS

       

      SECTION
        2.01.    Form.  The Rate Stabilization Bonds and
        the Indenture Trustee’s certificate of authentication shall be in substantially
        the forms set forth in Exhibit A, with such appropriate insertions,
        omissions, substitutions and other variations as are required or permitted
        by
        this Indenture or by the 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 officers executing
        such Rate Stabilization Bonds, as evidenced by their execution of such Rate
        Stabilization Bonds.  Any portion of the text of any Rate
        Stabilization Bond may be set forth on the reverse thereof, with an appropriate
        reference thereto on the face of the Rate Stabilization Bond.

       

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

       

      Each
        Rate
        Stabilization Bond shall be dated the date of its authentication.  The
        terms of the Rate Stabilization Bonds set forth in Exhibit A are part of
        the terms of this Indenture.

       

      SECTION
        2.02.    Denominations; Rate Stabilization Bonds Issuable in
        Series.  The Rate Stabilization Bonds shall be issuable in the
        Minimum Denomination specified in the applicable Series Supplement and, except
        as otherwise provided in such Series Supplement, in integral multiples
        thereof.

       

      The
        Rate
        Stabilization Bonds may, at the election of and as authorized by a Responsible
        Officer of the Issuer, be issued in one or more Series (each comprised of
        one or
        more Tranches), and shall be designated generally as the “Rate Stabilization
        Bonds” of the Issuer, with such further particular designations added or
        incorporated in such title for the Rate Stabilization Bonds of any particular
        Series or Tranche as a Responsible Officer of the Issuer may
        determine.  Each Rate Stabilization Bond shall bear upon its face the
        designation so selected for the Series or Tranche to which it
        belongs.  All Rate Stabilization Bonds of the same Series shall be
        identical in all respects except for the denominations thereof, unless such
        Series is comprised of one or more Tranches, in which case all Rate
        Stabilization Bonds of the same

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      Tranche
        shall be identical in all respects except for the denominations
        thereof.  All Rate Stabilization Bonds of a particular Series or, if
        such Series is comprised of one or more Tranches, all Rate Stabilization
        Bonds
        of a particular Tranche thereof, in each case issued under this Indenture,
        shall
        be in all respects equally and ratably entitled to the benefits hereof without
        preference, priority, or distinction on account of the actual time or times
        of
        authentication and delivery, all in accordance with the terms and provisions
        of
        this Indenture.

       

      No
        Series
        of Rate Stabilization Bonds shall be subordinated in right of payment to
        any
        other Series of Rate Stabilization Bonds.

       

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

       

      (1)           designation
        of the Series and, if applicable, the Tranches thereof;

       

      (2)           the
        principal amount;

       

      (3)           the
        Rate Stabilization Bond Interest Rate;

       

      (4)           the
        Payment Dates;

       

      (5)           the
        Scheduled Final Payment Dates;

       

      (6)           the
        Final Maturity Date;

       

      (7)           the
        Series Issuance Date;

       

      (8)           the
        place or places for the payment of interest, principal and premium, if
        any;

       

      (9)           the
        Rate Stabilization Bond Collateral;

       

      (10)           the
        Minimum Denominations;

       

      (11)           the
        Expected Amortization Schedule;

       

      (12)           provisions
        with respect to the definitions set forth in Appendix A
        hereto;

       

      (13)           whether
        or not the Rate Stabilization Bonds of such Series are to be Book-Entry Rate
        Stabilization Bonds and the extent to which Section 2.11 should
        apply;

       

      (14)           to
        the extent applicable, the extent to which payments on the Rate Stabilization
        Bonds of any Tranche of the related Series are subordinate to or pari
        passu in right of payment of principal and interest to other Tranche of such
        Series; and

       

      (15)           any
        other provisions expressing or referring to the terms and conditions upon
        which
        the Rate Stabilization Bonds of the applicable Series or Tranche are to
        be

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      issued
        under this Indenture that are not in conflict with the provisions of this
        Indenture and as to which the Rating Agency Condition is satisfied.

       

      SECTION
        2.03.    Execution, Authentication and
        Delivery.  The Rate Stabilization Bonds shall be executed on
        behalf of the Issuer by any of its Responsible Officers.  The
        signature of any such Responsible Officer on the Rate Stabilization Bonds
        may be
        manual or facsimile.

       

      Rate
        Stabilization Bonds bearing the manual or facsimile signature of individuals
        who
        were at any time Responsible Officers of the Issuer shall bind the Issuer,
        notwithstanding that such individuals or any of them have ceased to hold
        such
        offices prior to the authentication and delivery of such Rate Stabilization
        Bonds or did not hold such offices at the date of such Rate Stabilization
        Bonds.

       

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

       

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

       

      SECTION
        2.04.    Temporary Rate Stabilization
        Bonds.  Pending the preparation of Definitive Rate Stabilization
        Bonds pursuant to Section 2.13, the Issuer may execute, and upon receipt
        of an Issuer Order the Indenture Trustee shall authenticate and deliver,
        Temporary Rate Stabilization Bonds which are printed, lithographed, typewritten,
        mimeographed or otherwise produced, of the tenor of the Definitive Rate
        Stabilization Bonds in lieu of which they are issued and with such variations
        not inconsistent with the terms of this Indenture as the officers executing
        such
        Rate Stabilization Bonds may determine, as evidenced by their execution of
        such
        Rate Stabilization Bonds.

       

      If
        Temporary Rate Stabilization Bonds are issued, the Issuer will cause Definitive
        Rate Stabilization Bonds to be prepared without unreasonable
        delay.  After the preparation of Definitive Rate Stabilization Bonds,
        the Temporary Rate Stabilization Bonds shall be exchangeable for Definitive
        Rate
        Stabilization Bonds upon surrender of the Temporary Rate Stabilization Bonds
        at
        the office or agency of the Issuer to be maintained as provided in Section
        3.02, without charge to the Holder.  Upon surrender for
        cancellation of any one or more Temporary Rate Stabilization Bonds, the Issuer
        shall execute and the Indenture Trustee shall authenticate and deliver in
        exchange therefor a like principal amount of Definitive Rate Stabilization
        Bonds
        in any Minimum Denominations.  Until so delivered in exchange, the
        Temporary Rate Stabilization Bonds shall in all respects be entitled to the
        same
        benefits under this Indenture as Definitive Rate Stabilization
        Bonds.

       

      
        
          
          

        

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

       

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

       

      Upon
        surrender for registration of transfer of any Rate Stabilization Bond at
        the
        office or agency of the Issuer to be maintained as provided in Section
        3.02, provided that the requirements of Section 8-401 of the UCC are met,
        the Issuer shall execute, and the Indenture Trustee shall authenticate and
        the
        Holder shall obtain from the Indenture Trustee, in the name of the designated
        transferee or transferees, one or more new Rate Stabilization Bonds in any
        Minimum Denominations, of the same Series (and, if applicable, Tranche) and
        aggregate principal amount.

       

      At
        the
        option of the Holder, Rate Stabilization Bonds may be exchanged for other
        Rate
        Stabilization Bonds in any Minimum Denominations, of the same Series (and,
        if
        applicable, Tranche) and aggregate principal amount, upon surrender of the
        Rate
        Stabilization Bonds to be exchanged at such office or agency as provided
        in
Section 3.02.  Whenever any Rate Stabilization Bonds are so
        surrendered for exchange, the Issuer shall, provided that the requirements
        of
        Section 8-401 of the UCC are met, execute and, upon any such execution, the
        Indenture Trustee shall authenticate and the Holder shall obtain from the
        Indenture Trustee, the Rate Stabilization Bonds which the Holder making the
        exchange is entitled to receive.

       

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

       

      Every
        Rate Stabilization Bond presented or surrendered for registration of transfer
        or
        exchange shall be duly endorsed by, or be accompanied by (a) a written
        instrument of transfer in form satisfactory to the Indenture Trustee duly
        executed by the Holder thereof or such Holder’s attorney duly authorized in
        writing, with such signature guaranteed by an institution which is a member
        of
        one of the following recognized Signature Guaranty Programs: (i)
        The

       

      
        
          
          

        

        
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      Securities
        Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange
        Medallion Program (MSP); (iii) The Stock Exchange Medallion Program (SEMP);
        or
        (iv) such other guarantee program acceptable to the Indenture Trustee, and
        (b)
        such other documents as the Indenture Trustee may require.

       

      No
        service charge shall be made to a Holder for any registration of transfer
        or
        exchange of Rate Stabilization Bonds, but the Issuer or the Indenture Trustee
        may require payment of a sum sufficient to cover any tax or other governmental
        charge or any fees or expenses of the Indenture Trustee that may be imposed
        in
        connection with any registration of transfer or exchange of Rate Stabilization
        Bonds, other than exchanges pursuant to Sections 2.04 or 2.06 not
        involving any transfer.

       

      The
        preceding provisions of this Section 2.05 notwithstanding, the Issuer
        shall not be required to make, and the Rate Stabilization Bond Registrar
        need
        not register, transfers or exchanges (i) of any Rate Stabilization Bond that
        has
        been submitted within fifteen (15) days preceding the due date for any payment
        with respect to such Rate Stabilization Bond until after such due date has
        occurred or (ii) of Unregistered Rate Stabilization Bonds unless Section
        2.16 has been complied with in connection with such transfer or
        exchange.

       

      SECTION
        2.06.    Mutilated, Destroyed, Lost or Stolen Rate
        Stabilization Bonds.  If (i) any mutilated Rate Stabilization Bond
        is surrendered to the Indenture Trustee, or the Indenture Trustee receives
        evidence to its satisfaction of the destruction, loss or theft of any Rate
        Stabilization Bond and (ii) there is delivered to the Indenture Trustee such
        security or indemnity as may be required by it to hold the Issuer and the
        Indenture Trustee harmless, then, in the absence of notice to the Issuer,
        the
        Rate Stabilization Bond Registrar or the Indenture Trustee that such Rate
        Stabilization Bond has been acquired by a Protected Purchaser, the Issuer
        shall,
        provided that the requirements of Section 8-401 of the UCC are met, execute
        and,
        upon the Issuer’s written request, the Indenture Trustee shall authenticate and
        deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
        or
        stolen Rate Stabilization Bond, a replacement Rate Stabilization Bond of
        like
        Series (and, if applicable, Tranche), tenor and principal amount, bearing
        a
        number not contemporaneously outstanding; provided, however, that
        if any such destroyed, lost or stolen Rate Stabilization Bond, but not a
        mutilated Rate Stabilization Bond, shall have become or within seven (7)
        days
        shall be due and payable, instead of issuing a replacement Rate Stabilization
        Bond, the Issuer may pay such destroyed, lost or stolen Rate Stabilization
        Bond
        when so due or payable without surrender thereof.  If, after the
        delivery of such replacement Rate Stabilization Bond or payment of a destroyed,
        lost or stolen Rate Stabilization Bond pursuant to the proviso to the preceding
        sentence, a Protected Purchaser of the original Rate Stabilization Bond in
        lieu
        of which such replacement Rate Stabilization Bond was issued presents for
        payment such original Rate Stabilization Bond, the Issuer and the Indenture
        Trustee shall be entitled to recover such replacement Rate Stabilization
        Bond
        (or such payment) from the Person to whom it was delivered or any Person
        taking
        such replacement Rate Stabilization Bond from such Person to whom such
        replacement Rate Stabilization Bond was delivered or any assignee of such
        Person, except a Protected Purchaser, and shall be entitled to recover upon
        the
        security or indemnity provided therefor to the extent of any loss, damage,
        cost
        or expense incurred by the Issuer or the Indenture Trustee in connection
        therewith.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      Upon
        the
        issuance of any replacement Rate Stabilization Bond under this Section
        2.06, the Issuer and/or the Indenture Trustee may require the payment by
        the
        Holder of such Rate Stabilization Bond of a sum sufficient to cover any tax
        or
        other governmental charge that may be imposed in relation thereto and any
        other
        reasonable expenses (including the fees and expenses of the Indenture Trustee
        and the Rate Stabilization Bond Registrar) connected therewith.

       

      Every
        replacement Rate Stabilization Bond issued pursuant to this Section 2.06
        in replacement of any mutilated, destroyed, lost or stolen Rate Stabilization
        Bond shall constitute an original additional contractual obligation of the
        Issuer, whether or not the mutilated, destroyed, lost or stolen Rate
        Stabilization Bond shall be found at any time or enforced by any Person,
        and
        shall be entitled to all the benefits of this Indenture equally and
        proportionately with any and all other Rate Stabilization Bonds duly issued
        hereunder.

       

      The
        provisions of this Section 2.06 are exclusive and shall preclude (to the
        extent lawful) all other rights and remedies with respect to the replacement
        or
        payment of mutilated, destroyed, lost or stolen Rate Stabilization
        Bonds.

       

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

       

      SECTION
        2.08.    Payment of Principal, Premium, if any, and Interest;
        Interest on Overdue Principal; Principal, Premium, if any, and Interest Rights
        Preserved.

       

      (a)           The
        Rate Stabilization Bonds shall accrue interest as provided in the related
        Series
        Supplement at the applicable Rate Stabilization Bond Interest Rate, and such
        interest shall be payable on each applicable Payment Date.  Any
        installment of interest, principal or premium, if any, payable on any Rate
        Stabilization Bond which is punctually paid or duly provided for on the
        applicable Payment Date shall be paid to the Person in whose name such Rate
        Stabilization Bond (or one or more Predecessor Rate Stabilization 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 Rate
        Stabilization Bond Register on such Record Date or in such other manner as
        may
        be provided in the related Series Supplement except that (i) upon application
        to
        the Indenture Trustee by any Holder owning Rate Stabilization Bonds of any
        Tranche in the principal amount of $10,000,000 or more not later than the
        applicable Record Date payment will be made by wire transfer to an account
        maintained by such Holder and (ii) with respect to Book-Entry Rate Stabilization
        Bonds, payments will be made by wire transfer in immediately available funds
        to
        the account designated by the Holder of the applicable Global Rate Stabilization
        Bond unless and until such Global Rate Stabilization Bond is exchanged for
        Definitive Rate Stabilization Bonds (in which event payments shall be made
        as
        provided above) and except for the final installment of principal and premium,
        if any, payable with respect to

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      such
        Rate
        Stabilization Bond on a Payment Date which shall be payable as provided
        below.  The funds represented by any such checks returned undelivered
        shall be held in accordance with Section 3.03.

       

      (b)           The
        principal of each Rate Stabilization Bond of each Series (and, if applicable,
        Tranche) shall be paid, to the extent funds are available therefor in the
        applicable Collection Account, in installments on each Payment Date specified
        in
        the related Series Supplement; provided that installments of principal
        not paid when scheduled to be paid in accordance with the Expected Amortization
        Schedule shall be paid upon receipt of money available for such purpose,
        in the
        order set forth in the Expected Amortization Schedule.  Failure to pay
        principal in accordance with such Expected Amortization Schedule because
        moneys
        are not available pursuant to Section 8.02 to make such payments shall
        not constitute a Default or Event of Default under this Indenture;
provided, however that failure to pay the entire unpaid principal
        amount of the Rate Stabilization Bonds of a Tranche or Series upon the Final
        Maturity Date for the related Series shall constitute a Default or Event
        of
        Default with respect to such Series under this
        Indenture.  Notwithstanding the foregoing, the entire unpaid principal
        amount of the Rate Stabilization Bonds of a Series shall be due and payable,
        if
        not previously paid, on the date on which an Event of Default shall have
        occurred and be continuing with respect to such Series, if the Indenture
        Trustee
        or the Holders of the Rate Stabilization Bonds representing not less than
        a
        majority of the Outstanding Amount of the Rate Stabilization Bonds of such
        Series have declared the Rate Stabilization Bonds to be immediately due and
        payable in the manner provided in Section 5.02.  All payments
        of principal and premium, if any, on the Rate Stabilization Bonds of any
        Series
        shall be made pro rata to the Holders entitled thereto unless otherwise provided
        in the related Series Supplement with respect to any Tranche of Rate
        Stabilization Bonds included in such Series.  The Indenture Trustee
        shall notify the Person in whose name a Rate Stabilization Bond is registered
        at
        the close of business on the Record Date preceding the Payment Date on which
        the
        Issuer expects that the final installment of principal of and premium, if
        any,
        and interest on such Rate Stabilization Bond will be paid.  Such
        notice shall be mailed no later than five (5) days prior to such final Payment
        Date and shall specify that such final installment will be payable only upon
        presentation and surrender of such Rate Stabilization Bond and shall specify
        the
        place where such Rate Stabilization Bond may be presented and surrendered
        for
        payment of such installment.

       

      (c)           If
        interest on the Rate Stabilization Bonds of any Series is not paid when due,
        such defaulted interest shall be paid (plus interest on such defaulted interest
        at the applicable Rate Stabilization Bond Interest Rate to the extent
        lawful)  to the Persons who are Holders on a subsequent Special Record
        Date.  The Issuer shall fix or cause to be fixed any such Special
        Record Date and Special Payment Date, and, at least ten (10) days before
        any
        such Special Record Date, the Issuer shall mail to each affected Holder a
        notice
        that states the Special Record Date, the Special Payment Date and the amount
        of
        defaulted interest (plus interest on such defaulted interest) to be
        paid.

       

      SECTION
        2.09.    Cancellation.  All Rate Stabilization
        Bonds surrendered for payment, registration of transfer or exchange shall,
        if
        surrendered to any Person other than the Indenture Trustee, be delivered
        to the
        Indenture Trustee and shall be promptly canceled by the Indenture
        Trustee.  The Issuer may at any time deliver to the Indenture Trustee
        for cancellation any Rate Stabilization Bonds previously authenticated and
        delivered hereunder which the Issuer

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      may
        have
        acquired in any manner whatsoever, and all Rate Stabilization Bonds so delivered
        shall be promptly canceled by the Indenture Trustee.  No Rate
        Stabilization Bonds shall be authenticated in lieu of or in exchange for
        any
        Rate Stabilization Bonds canceled as provided in this Section 2.09,
        except as expressly permitted by this Indenture.  All canceled Rate
        Stabilization Bonds may be held or disposed of by the Indenture Trustee in
        accordance with its standard retention or disposal policy as in effect at
        the
        time.

       

      SECTION
        2.10.    Outstanding Amount; Authentication and Delivery of
        Rate Stabilization Bonds.  The aggregate Outstanding Amount of
        Rate Stabilization Bonds that may be authenticated and delivered under this
        Indenture shall not exceed the aggregate of the amounts of Rate Stabilization
        Bonds that are authorized in each Applicable Qualified Rate Order but otherwise
        shall be unlimited.

       

      Rate
        Stabilization Bonds of each Series created and established by a Series
        Supplement may from time to time be executed by the Issuer and delivered
        to the
        Indenture Trustee for authentication and thereupon the same shall be
        authenticated and delivered by the Indenture Trustee upon Issuer Request
        and
        upon delivery by the Issuer to the Indenture Trustee, and receipt by the
        Indenture Trustee, or the causing to occur by the Issuer, of the following;
        provided, however, that compliance with such conditions and
        delivery of such documents shall only be required in connection with the
        original issuance of a Rate Stabilization Bond or Rate Stabilization Bonds
        of
        such Series:

       

      (1)           Issuer
        Action.  An Issuer Order authorizing and directing the
        authentication and delivery of the Rate Stabilization Bonds by the Indenture
        Trustee and specifying the principal amount of Rate Stabilization Bonds to
        be
        authenticated.

       

      (2)           Authorizations.  Copies
        of (x) a Qualified Rate Order related to such Series which shall be in full
        force and effect and be Final, (y) certified resolutions of the Managers
        or
        Member of the Issuer authorizing the execution and delivery of each Series
        Supplement and the execution, authentication and delivery of such Rate
        Stabilization Bonds and (z) a duly executed Series Supplement for the applicable
        Series of Rate Stabilization Bonds to be issued.

       

      (3)           Opinions.

       

      (a)           An
        Opinion of Counsel of external counsel of the Issuer that the Applicable
        Qualified Rate Order is in full force and effect, that the Applicable Qualified
        Rate Order is Final and that no other authorization, approval or consent
        of any
        governmental body or bodies at the time having jurisdiction in the premises
        is
        required for the valid issuance, authentication and delivery of such Rate
        Stabilization Bonds, except for such registrations as are required under
        the
“Blue Sky” and securities laws of any State or such authorizations, approvals or
        consents of governmental bodies that have been obtained and copies of which
        have
        been delivered with such Opinion of Counsel.

       

      (b)           An
        Opinion of Counsel of external counsel of the Issuer that no authorization,
        approval or consent of any governmental body or bodies at the time having
        jurisdiction in the premises is required for the valid execution and delivery
        by
        the Issuer

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      of
        each
        of the Basic Documents to which the Issuer is a party and that is executed
        and
        delivered in connection with such Rate Stabilization Bond issuance, except
        for
        such authorizations, approvals or consents of governmental bodies that have
        been
        obtained and copies of which have been delivered with such Opinion of
        Counsel.

       

      (4)           Authorizing
        Certificate.  An Officer’s Certificate, dated the Series Issuance
        Date, certifying that (a) the Issuer has duly authorized the execution and
        delivery of this Indenture and the related Series Supplement and the execution
        and delivery of the Rate Stabilization Bonds of such Series and (b) that
        the
        Series Supplement for such Series of Rate Stabilization Bonds is in the form
        attached thereto, which Series Supplement shall comply with the requirements
        of
Section 2.02.

       

      (5)           The
        Rate Stabilization Bond Collateral.  The Issuer shall have made or
        caused to be made all filings with the PSC, the Maryland State Department
        of
        Assessments and Taxation, and the Delaware Secretary of State pursuant to
        the
        Qualified Rate Order, the Rate Stabilization Law and the UCC and all other
        filings necessary to perfect the Grant of the Series Rate Stabilization Bond
        Collateral to the Indenture Trustee and the Lien of this Indenture.

       

      (6)           Certificates
        of the Issuer and the Seller.

       

      (a)           An
        Officer’s Certificate, dated as of the Series Issuance Date:

       

      (i)           to
        the effect that (A) the Issuer is not in Default under this Indenture and
        that
        the issuance of the Rate Stabilization Bonds will not result in any Default
        or
        in any breach of any of the terms, conditions or provisions of or constitute
        a
        default under the Qualified Rate Order relating to the Rate Stabilization
        Bonds
        or any indenture, mortgage, deed of trust or other agreement or instrument
        to
        which the Issuer is a party or by which it or its property is bound or any
        order
        of any court or administrative agency entered in any Proceeding to which
        the
        Issuer is a party or by which it or its property may be bound or to which
        it or
        its property may be subject and (B) that all conditions precedent provided
        in
        this Indenture relating to the execution, authentication and delivery of
        the
        Rate Stabilization Bonds have been complied with;

       

      (ii)           to
        the effect that the Issuer has not assigned any interest or participation
        in the
        Series Rate Stabilization Bond Collateral except for the Grant contained
        in the
        Series Supplement for such Series; the Issuer has the power and right to
        Grant
        the Series Rate Stabilization Bond Collateral to the Indenture Trustee as
        security hereunder and thereunder; and the Issuer, subject to the terms of
        this
        Indenture, has Granted to the Indenture Trustee a first priority perfected
        security interest in all of its right, title and interest in and to such
        Series
        Rate Stabilization Bond Collateral free and clear of any Lien, mortgage,
        pledge,
        charge, security interest, adverse claim or other encumbrance arising as
        a
        result of actions of the Issuer or through the Issuer, except Permitted
        Liens;

       

      
        
          
          

        

        
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      (iii)           to
        the effect that the Issuer has appointed the firm of Independent registered
        public accountants as contemplated in Section 8.06;

       

      (iv)           to
        the effect that attached thereto are duly executed, true and complete copies
        of
        the Sale Agreement, the Servicing Agreement, and the Administration Agreement
        which are, to the knowledge of the Issuer, in full force and effect and,
        to the
        knowledge of the Issuer, that no party is in default of its obligations under
        such agreements; and

       

      (v)           stating
        that all filings with the PSC, the Maryland State Department of Assessments
        and
        Taxation and the Delaware Secretary of State pursuant to the Rate Stabilization
        Law, the Qualified Rate Order and the UCC and relating to the Rate Stabilization
        Bonds and all UCC financing statements with respect to the Series Rate
        Stabilization Bond Collateral which are required to be filed by the terms
        of the
        Qualified Rate Order, the Rate Stabilization Law, the Sale Agreement, the
        Servicing Agreement and this Indenture, or as otherwise necessary to perfect
        the
        Grant of the Series Rate Stabilization Bond Collateral to the Indenture Trustee
        and the Lien of this Indenture, have been filed as required.

       

      (b)           An
        officer’s certificate from the Seller, dated as of the Series Issuance Date, to
        the effect that, in the case of the Rate Stabilization Property identified
        in
        the related Bill of Sale, immediately prior to the conveyance thereof to
        the
        Issuer pursuant to the Sale Agreement:

       

      (i)           the
        Seller was the original and the sole owner of such Rate Stabilization Property,
        free and clear of any Lien; the Seller had not assigned any interest or
        participation in such Rate Stabilization Property and the proceeds thereof;
        the
        Seller has the power, authority and right to own, sell and assign such Rate
        Stabilization Property and the proceeds thereof to the Issuer; and the Seller,
        subject to the terms of the Sale Agreement, will have validly sold and assigned
        to the Issuer all of its right, title and interest in and to such Rate
        Stabilization Property and the proceeds thereof, free and clear of any Lien
        (other than Permitted Liens) and such sale and assignment will be absolute
        and
        irrevocable and will be perfected; and

       

      (ii)           the
        attached copy of the Qualified Rate Order creating such Rate Stabilization
        Property is true and complete, is in full force and effect and is
        Final.

       

      (7)           Opinion
        of Tax Counsel.  The Seller shall have received and delivered to
        the Issuer and the Indenture Trustee an opinion of outside tax counsel (as
        selected by the Seller, and in form and substance reasonably satisfactory
        to the
        Issuer and the Indenture Trustee) to the effect that (a) the Issuer will
        not be
        subject to United States federal income tax as an entity separate from its
        sole
        owner and that the Rate Stabilization Bonds will be treated as debt of the
        Issuer's sole owner for United States federal income tax purposes; (b) for
        United States federal income tax purposes, the issuance of the Rate
        Stabilization Bonds will not result in gross income to the Seller; and
        (c) in the case of a subsequent issuance of Rate Stabilization Bonds only,
        such issuance will not adversely

       

      
        
          
          

        

        
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      affect
        the characterization of any then outstanding Rate Stabilization Bonds as
        obligations of the Issuer's sole owner.  The opinion of outside tax
        counsel described above may, if the Seller so chooses, be conditioned on
        the
        receipt by the Seller of one or more letter rulings from the Internal Revenue
        Service (unless the Internal Revenue Service has announced that it will not
        rule
        on the issues described in this paragraph) and in rendering such opinion
        outside
        tax counsel shall be entitled to rely on the rulings contained in such letter
        rulings and to rely on the representations made, and information supplied,
        to
        the Internal Revenue Service in connection with such letter
        rulings.

       

      (8)           Opinion
        of Counsel.  Unless otherwise specified in a Series Supplement, an
        Opinion or Opinions of Counsel, dated the Series Issuance Date, in each case
        subject to the customary exceptions, qualifications and assumptions contained
        therein, substantively to the collective effect that:

       

      (a)           The
        Indenture has been duly qualified under the Trust Indenture Act, and the
        related
        Series Supplement either is qualified under the Trust Indenture Act or no
        such
        qualification is necessary under the Trust Indenture Act.

       

      (b)           All
        instruments furnished to the Indenture Trustee pursuant to the Indenture
        conform
        to the requirements set forth in the Indenture and constitute all of the
        documents required to be delivered under the Indenture for the Indenture
        Trustee
        to authenticate and deliver the Rate Stabilization Bonds.  All
        conditions precedent provided for in the Indenture relating to the
        authentication and delivery of the Rate Stabilization Bonds have been complied
        with.

       

      (c)           The
        Rate Stabilization Bonds have been duly authorized by the Issuer and, when
        executed and delivered on behalf of the Issuer by the Member, any Manager
        or any
        officer of the Issuer, acting singly or collectively, and when duly
        authenticated by the Indenture Trustee in accordance with the provisions
        of the
        Indenture and delivered against payment of the purchase price therefor, as
        provided in the Underwriting Agreement, the Rate Stabilization Bonds will
        constitute legal, valid and binding obligations of the Issuer and will be
        enforceable against the Issuer in accordance with their terms, except to
        the
        extent enforceability may be limited by bankruptcy, insolvency, reorganization,
        moratorium, fraudulent conveyance or other laws of general applicability
        relating to or affecting the enforcement of creditors’ rights and by the effect
        of general principles of equity (regardless of whether enforceability is
        considered in a proceeding in equity or at law).

       

      (d)           Each
        of the Indenture, each Series Supplement, the Administration Agreement, the
        Sale
        Agreement and the Servicing Agreement has been duly authorized, executed
        and
        delivered by the Issuer and is a legal, valid and binding agreement of the
        Issuer, enforceable against the Issuer in accordance with its terms, except
        to
        the extent enforceability may be limited by bankruptcy, insolvency,
        reorganization, moratorium, fraudulent conveyance or other laws of general
        applicability relating to or affecting the enforcement of creditors’ rights and
        by the effect of general principles of equity (regardless of whether such
        enforceability is considered in a proceeding in equity or at
        law).  Each of the Administration Agreement, the Sale Agreement and
        the Servicing

       

      
        
          
          

        

        
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      Agreement
        has been duly authorized, executed and delivered by BGE and constitutes a
        legal,
        valid and binding agreement of BGE, enforceable against BGE in accordance
        with
        its terms, except to the extent enforceability may be limited by bankruptcy,
        insolvency, reorganization, moratorium, fraudulent conveyance or other laws
        of
        general applicability relating to or affecting the enforcement of creditors’
rights and by the effect of general principles of equity (regardless of whether
        such enforceability is considered in a proceeding in equity or at
        law).

       

      (e)         (i)    With
        respect
        to the Series Rate Stabilization Bond Collateral, upon the giving of value
        by
        the Holders to the Issuer with respect to such Series Rate Stabilization
        Bond
        Collateral, the Indenture, together with the related Series Supplement, creates
        in favor of the Indenture Trustee, for the benefit of the Secured Parties,
        a
        valid security interest under Section 7-542 of the Rate Stabilization Law
        and
        Article 9 of the NY UCC in such Series Rate Stabilization Bond Collateral
        (to
        the extent such Series Rate Stabilization Bond Collateral is other than Rate
        Stabilization Property, and is of a type in which a security interest can
        be
        created under Article 9 of the NY UCC) to secure the payment of the Secured
        Obligations with respect to the related Series Supplement.  Assuming
        that the collateral described in the Delaware Financing Statements is Rate
        Stabilization Bond Collateral pursuant to the Indenture, then insofar as
        Section
        9-509 of the NY UCC is applicable, the Indenture Trustee is authorized to
        file
        the Delaware Financing Statements.

       

      (ii)           Under
        Section 9-305(a)(3) of the NY UCC, the local law of the Securities
        Intermediary’s jurisdiction as specified in Section 8-110(e) of the NY UCC
        governs perfection, the effect of perfection or nonperfection and priority
        in
        the Securities Account and Security Entitlements.  Under the
        Indenture, for purposes of Section 8-110(e) of the NY UCC, the jurisdiction
        of
        the Securities Intermediary is the State of New York.

       

      (iii)           To
        the extent that any Collection Account is a Securities Account, the provisions
        of the Indenture are effective to perfect by control the security interest
        of
        the Indenture Trustee, for the benefit of the Secured Parties, in each such
        Collection Account and the Issuer’s Security Entitlements with respect to the
        Financial Assets credited to each such Collection Account and, subject to
        and to
        the extent provided in Section 9-315 of the NY UCC and the Federal Book-Entry
        Regulations, identifiable cash proceeds thereof.  Such security
        interest will have priority over any security interest held by a secured
        party
        perfected by a means other than control.

       

      (iv)           Insofar
        as Article 9 of the NY UCC is applicable, and except as provided in (ii)
        and
        (iii) above, (A) pursuant to Section 9-301 of the NY UCC, the law of the
        location of the debtor governs the perfection of a nonpossessory security
        interest in the Rate Stabilization Bond Collateral (other than Rate
        Stabilization Property); (B) pursuant to 9-307 of the NY UCC, a registered
        organization that is organized under the law of a State is deemed to be located
        in that State for purposes of Section 9-301; (C) the Issuer is a “registered
        organization” as defined in Section 9-102(a)(70) of the NY UCC organized in
        the

       

      
        
          
          

        

        
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      State
        of
        Delaware; and (D) therefore, the law of the State of Delaware governs the
        perfection of a nonpossessory security interest in the Rate Stabilization
        Bond
        Collateral other than Rate Stabilization Property.

       

      (f)           The
        Registration Statement covering the Rate Stabilization Bonds has become
        effective under the Securities Act; and, to the knowledge of such counsel,
        no
        stop order suspending the effectiveness of the Registration Statement has
        been
        issued under the Securities Act and no proceedings for that purpose have
        been
        initiated or are pending or threatened by the SEC.

       

      (g)           Neither
        the Issuer nor BGE is now and, assuming that the Issuer uses the net proceeds
        of
        the sale of the Rate Stabilization Bonds for the purpose of acquiring Rate
        Stabilization Property in accordance with the terms of the Sale Agreement
        following the sale of the Rate Stabilization Bonds to the Underwriters pursuant
        to the Underwriting Agreement, neither the Issuer nor BGE will be required
        to be
        registered under the Investment Company Act.

       

      (h)           In
        accordance with the Rate Stabilization Law, (i) the rights and interests
        of BGE
        under the Qualified Rate Order are assignable and become Rate Stabilization
        Property when they are first transferred to the Issuer in connection with
        the
        issuance of Rate Stabilization Bonds; (ii) upon the transfer by BGE of the
        Rate
        Stabilization Property to the Issuer, the Issuer shall have all of the rights
        of
        BGE with respect to such Rate Stabilization Property; (iii) the Qualified
        Rate
        Order authorizes issuance of the Rate Stabilization Bonds, the sale or other
        absolute transfer of the Rate Stabilization Property to the Issuer, the Issuer’s
        pledge of the Rate Stabilization Property to the Indenture Trustee hereunder
        and
        the imposition of the Qualified Rate Stabilization Charge and periodic
        adjustment of the Qualified Rate Stabilization Charge; (iv) the transaction,
        as
        contemplated by the Basic Documents, conforms to the terms of the Qualified
        Rate
        Order; and (v) the Rate Stabilization Bonds are “Rate Stabilization Bonds”
within the meaning of Section 7-520(f) of the Rate Stabilization
        Law.

       

      (i)           No
        governmental approvals are required for the valid issuance, authentication
        and
        delivery of the Rate Stabilization Bonds or the performance by either BGE
        or the
        Issuer of its respective obligations under the Basic Documents, and the proviso
        (relating to the creation, attachment and perfection of any Liens created
        hereunder in Rate Stabilization Property governed by Maryland law) to Section
        10.12, and the portions of this Indenture referred to by such proviso, to
        which either BGE or the Issuer is a party, except for (i) the Qualified Rate
        Order related to the Rate Stabilization Bonds and the governmental approvals
        expressly contemplated therein and (ii) the filings contemplated by
paragraphs (l) and (n) below.

       

      (j)           The
        choice of New York law to govern the Indenture, each Series Supplement and
        the
        Underwriting Agreement, to the extent the law of that state is chosen, is
        a
        valid and effective choice of law under the laws of the State of Maryland
        and,
        in a properly presented case, a Maryland court and a federal court sitting
        in
        the State of Maryland and applying Maryland choice-of-law principles would
        (a)
        recognize and enforce the choice of New York law, to the extent the law of
        that
        state is chosen, to

       

      
        
          
          

        

        
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      govern
        the Indenture, each Series Supplement and the Underwriting Agreement, and
        (b)
        give effect to the choice of Maryland law as and to the extent provided in
        Section 10.12 of the Indenture.

       

      (k)           Under
        the terms of Section 7-542 of the Rate Stabilization Law, the transfer of
        the
        Rate Stabilization Property by BGE to the Issuer is perfected under Section
        7-542 of the Rate Stabilization Law against all third parties, including
        subsequent judicial or other lien creditors.

       

      (l)           The
        provisions of the Indenture, as amended and supplemented by the Series
        Supplement, are effective to create on the Closing Date, in favor of the
        Indenture Trustee (for the benefit of the Secured Parties) to secure the
        obligations of the Issuer under the Indenture, a valid security interest
        in all
        of the Issuer’s right, title and interest in, to and under the Rate
        Stabilization Property under the Rate Stabilization Law.  The security
        interest in favor of the Indenture Trustee (for the benefit of the Secured
        Parties) in the Issuer’s right, title, and interest in, to and under the Rate
        Stabilization Property has been perfected under Maryland law against all
        third
        parties, including subsequent judicial or other lien creditors.

       

      (m)           Lien
        searches identify no secured party, other than the Indenture Trustee, who
        has
        filed with the Maryland State Department of Assessments and Taxation or the
        Maryland Secretary of State, naming BGE or the Issuer as debtor and describing
        any of the Rate Stabilization Bond Collateral.

       

      (n)           The
        Rate Stabilization Property Notices related to the Rate Stabilization Bonds
        are
        in appropriate form for filing pursuant to Section 7-542 of the Rate
        Stabilization Law.

       

      (o)           The
        Issuer has been duly formed and is validly existing in good standing as a
        limited liability company under the laws of the State of Delaware.

       

      (p)           The
        Certificate of Formation has been duly filed with the Secretary of State
        of the
        State of Delaware.

       

      (q)           The
        LLC Agreement constitutes a legal, valid and binding agreement of BGE and
        is
        enforceable against BGE, in its capacity as member of the Issuer, in accordance
        with its terms.

       

      (r)           Under
        the LLC Act and the LLC Agreement, the Issuer has the limited liability company
        power and authority to execute and deliver each of the Basic Documents to
        which
        the Issuer is a party and the Rate Stabilization Bonds and to perform its
        obligations thereunder.  Under the LLC Act and the LLC Agreement, the
        execution and delivery by the Issuer of each of the Basic Documents to which
        the
        Issuer is a party and the Rate Stabilization Bonds, and the performance by
        the
        Issuer of its obligations hereunder or thereunder, have been duly authorized
        by
        all necessary limited liability company action on the part of the
        Issuer.  Under the LLC Act and the LLC Agreement, upon execution and
        delivery on behalf of the Issuer by the Member, any Manager or any officer
        of
        the Issuer, acting singly or collectively, of the Basic Documents to which
        the

       

      
        
          
          

        

        
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      Issuer
        is
        a party and the Rate Stabilization Bonds, the Basic Documents to which the
        Issuer is a party and the Rate Stabilization Bonds will be duly executed
        and
        delivered by the Issuer.

       

      (s)           Under
        the LLC Act and the LLC Agreement, the issuance of the Rate Stabilization
        Bonds
        has been duly authorized by all necessary limited liability company action
        on
        the part of the Issuer.

       

      (t)           Neither
        the execution or delivery by the Issuer or BGE of each of the Basic Documents
        to
        which it is a party or the Rate Stabilization Bonds nor the compliance by
        the
        Issuer or BGE, as the case may be, with the terms hereof or thereof, nor
        the
        consummation by the Issuer or BGE, as the case may be, of any of the
        transactions contemplated hereby or thereby requires the consent or approval
        of,
        the giving of notice to, the registration with, or the taking of any other
        action with respect to any Delaware court, or Delaware governmental or Delaware
        regulatory authority or Delaware agency under the laws of the State of Delaware,
        except for the filing of the Certificate of Formation with the Secretary
        of
        State, which Certificate of Formation has been duly filed.

       

      (u)           Neither
        the execution and delivery by the Issuer or BGE of the Basic Documents to
        which
        it is a party or the Rate Stabilization Bonds nor the compliance by the Issuer
        or BGE, as the case may be, with the terms hereof or thereof, nor the
        consummation by the Issuer or BGE, as the case may be, of any of the
        transactions contemplated hereby or thereby conflicts with or constitutes
        a
        breach of or default under the Certificate of Formation or the LLC Agreement,
        or
        violates any law, governmental rule or regulation of the State of
        Delaware.

       

      (v)           After
        due inquiry, limited to, and solely to the extent reflected on the results
        of
        computer searches of court dockets for active cases of the Court of Chancery
        of
        the State of Delaware in and for New Castle County, Delaware, of the Superior
        Court of the State of Delaware in and for New Castle County, Delaware, and
        of
        the United States District Court sitting in the State of Delaware, such counsel
        is not aware of any legal or governmental proceeding pending against the
        Issuer.

       

      (w)           If
        properly presented to a Delaware court, a Delaware court applying Delaware
        law
        would conclude that (i) in order for any Person to file a voluntary bankruptcy
        petition on behalf of the Issuer, the affirmative vote of its Member and
        the
        affirmative vote of all of the Managers, including all of the Independent
        Managers, as provided in Section 1.08(b) of the LLC Agreement, is
        required and (ii) such provision, contained in Section 1.08(b) of the LLC
        Agreement that requires the affirmative vote of its Member and the affirmative
        vote of all of the Managers, including all of the Independent Managers, in
        order
        for a Person to file a voluntary bankruptcy petition on behalf of the Issuer,
        constitutes a legal, valid and binding agreement of the Member, and is
        enforceable against the Member, in accordance with its terms.

       

      
        
          
          

        

        
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      (x)           Under
        the LLC Act and the LLC Agreement, the bankruptcy (as defined in the LLC
        Act) or
        dissolution of BGE will not, by itself, cause the Issuer to be dissolved
        or its
        affairs to be wound up.

       

      (y)           While
        under the LLC Act, on application to a court of competent jurisdiction, a
        judgment creditor of the Member may be able to charge the Member’s share of any
        profits and losses of the Issuer and the Member’s right to receive distributions
        of the Issuer’s assets (“Member’s Interest”), to the extent so charged,
        the judgment creditor has only the right to receive any distribution or
        distributions to which the Member would otherwise have been entitled in respect
        of such Member’s Interest.  Under the LLC Act, no creditor of the
        Member shall have any right to obtain possession of, or otherwise exercise
        legal
        or equitable remedies with respect to, the property of the
        Issuer.  Thus, under the LLC Act, a judgment creditor of the Member
        may not satisfy its claims against the Member by asserting a claim against
        the
        assets of the Issuer.

       

      (z)           Under
        the LLC Act (i) the Issuer is a separate legal entity, and (ii) the existence
        of
        the Issuer as a separate legal entity shall continue until the cancellation
        of
        its Certificate of Formation.

       

      (aa)           The
        Delaware Financing Statement is in an appropriate form for filing in the
        State
        of Delaware under Section 9-502(a) and 9-516 of the Delaware UCC.

       

      (bb)           Insofar
        as Article 9 of the Delaware UCC is applicable (without regard to conflict
        of
        laws principles), upon the filing of the Delaware Financing Statement with
        the
        Secretary of State of the State of Delaware (Uniform Commercial Code Section)
        (the “Division”), the Indenture Trustee will have a perfected security
        interest in the Issuer’s rights in that portion of the Series [A] Rate
        Stabilization Bond Collateral (other than Rate Stabilization Property) that
        may
        be perfected by the filing of a UCC financing statement with the Division
        (the
“Filing Collateral”) and the proceeds (as defined in Section 9-102(a)(64)
        of the Delaware UCC) thereof, and such security interest will be prior to
        any
        other security interest in the Filing Collateral granted by the Issuer that
        is
        perfected solely by the filing of financing statements with the Division
        under
        the Delaware UCC.  Insofar as Article 9 of the Delaware UCC is
        applicable (without regard to conflict of laws principles), the Division
        is the
        appropriate place to file a financing statement to perfect a security interest
        except for as-extracted collateral or timber to be cut (as described in Section
        9-501(a)(1)(A) of the Delaware UCC) or fixture filings where the collateral
        is
        goods that are or are to become fixtures (as described in Section 9-501(a)(1)(B)
        of the Delaware UCC).

       

      (cc)           The
        UCC lien search sets forth the proper filing office and the proper debtor
        necessary to identify those Persons who under the Delaware UCC have on file
        financing statements against the Issuer covering the Filing Collateral as
        of the
        effective time.  The UCC lien search identifies no secured party who
        has on file with the Division a currently effective financing statement naming
        the Issuer as debtor and describing the Filing Collateral prior to the effective
        time.

       

      
        
          
          

        

        
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      (dd)           Insofar
        as Article 9 of the Delaware UCC is applicable (without regard to conflict
        of
        laws principles), the provisions of the Indenture are sufficient to constitute
        authorization by the Issuer of the filing of the Delaware Financing Statement
        for purposes of Section 9-509 of the Delaware UCC.

       

      (ee)           Insofar
        as Article 9 of the Delaware UCC is applicable (without regard to conflict
        of
        laws principles), for purposes of the Delaware UCC, the Issuer is a “registered
        organization” (as defined in Section 9-102(a)(70) of the Delaware
        UCC).  The Issuer is “located” (within the meaning of Section 9-307 of
        the Delaware UCC) in the State of Delaware.  Under the Delaware UCC
        (including the choice of laws provisions thereof), while a debtor is “located”
in a jurisdiction, the local law of that jurisdiction governs perfection
        of a
        nonpossessory security interest in collateral if the collateral constitutes
        “accounts,” “general intangibles,” “negotiable documents,” goods” (other than
        as-extracted collateral, timber to be cut, goods covered by a certificate
        of
        title, and goods as to which a security interest therein is perfected by
        filing
        a fixture filing), “instruments” or “chattel paper.”

       

      (9)           Accountant’s
        Certificate or Letter.  One or more certificates or letters,
        addressed to the Issuer complying with the requirements of
Section 10.01(a), of a firm of Independent registered public
        accountants of recognized national reputation to the effect that (a) such
        accountants are Independent with respect to the Issuer within the meaning
        of
        this Indenture, and are independent public accountants within the meaning
        of the
        standards of The American Institute of Certified Public Accountants, and
        (b)
        with respect to the Series Rate Stabilization Bond Collateral, they have
        applied
        such procedures as instructed by the addressee’s of such certificate or
        letter.

       

      (10)           Rating
        Agency Condition.  The Indenture Trustee shall receive evidence
        reasonably satisfactory to it that the Rating Agency Condition will be satisfied
        with respect to the issuance of such new Series.

       

      (11)           Requirements
        of Series Supplement.  Such other funds, accounts, documents,
        certificates, agreements, instruments or opinions as may be required by the
        terms of the Series Supplement creating such Series.

       

      (12)           Required
        Capital Level.  Evidence satisfactory to the Indenture Trustee
        that the Required Capital Level for such Series has been credited to the
        related
        Capital Subaccount for such Series.

       

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

       

      SECTION
        2.11.    Book-Entry Rate Stabilization
        Bonds.  Unless the applicable Series Supplement provides
        otherwise, all of the related Series of Rate Stabilization Bonds shall be
        issued
        in Book-Entry Form, and the Issuer shall execute and the Indenture Trustee
        shall, in accordance with this Section 2.11 and the Issuer Order with
        respect to such Series, authenticate and deliver one or more Global Rate
        Stabilization Bonds, evidencing the Rate Stabilization Bonds of such Series
        which (i) shall be an aggregate original principal amount equal to
        the

       

      
        
          
          

        

        
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      aggregate
        original principal amount of such Rate Stabilization Bonds to be issued pursuant
        to the applicable Issuer Order, (ii) shall be registered in the name of the
        Clearing Agency therefor or its nominee, which shall initially be Cede &
Co., as nominee for The Depository Trust Company, the initial Clearing Agency,
        (iii) shall be delivered by the Indenture Trustee pursuant to such Clearing
        Agency’s or such nominee’s instructions, and (iv) shall bear a legend
        substantially to the effect set forth in Exhibit A.

       

      Each
        Clearing Agency designated pursuant to this Section 2.11 must, at the
        time of its designation and at all times while it serves as Clearing Agency
        hereunder, be a “clearing agency” registered under the Exchange Act and any
        other applicable statute or regulation.

       

      No
        Holder
        of any Series of Rate Stabilization Bonds issued in Book-Entry Form shall
        receive a Definitive Rate Stabilization Bond representing such Holder’s interest
        in any such Rate Stabilization Bonds, except as provided in Section
        2.13.  Unless (and until) certificated, fully registered Rate
        Stabilization Bonds of any Series (the “Definitive Rate Stabilization
        Bonds”) have been issued to the Holders of such Series pursuant to
Section 2.13 or pursuant to any applicable Series Supplement relating
        thereto:

       

      (a)           the
        provisions of this Section 2.11 shall be in full force and
        effect;

       

      (b)           the
        Issuer, the Servicer, the Paying Agent, the Rate Stabilization Bond Registrar
        and the Indenture Trustee may deal with the Clearing Agency for all purposes
        (including the making of distributions or other payments on the Rate
        Stabilization Bonds of such Series and the giving of instructions or directions
        hereunder) as the authorized representatives of the Holders of such
        Series;

       

      (c)           to
        the extent that the provisions of this Section 2.11 conflict with any
        other provisions of this Indenture, the provisions of this Section 2.11
        shall control;

       

      (d)           the
        rights of Holders of such Series shall be exercised only through the Clearing
        Agency and the Clearing Agency Participants and shall be limited to those
        established by law and agreements between such Holders and the Clearing Agency
        and/or the Clearing Agency Participants.  Pursuant to the Letter of
        Representations, unless and until Definitive Rate Stabilization Bonds are
        issued
        pursuant to Section 2.13, the initial Clearing Agency will make
        book-entry transfers among the Clearing Agency Participants and receive and
        transmit distributions of principal and interest on the Book-Entry Rate
        Stabilization Bonds to such Clearing Agency Participants; and

       

      (e)           whenever
        this Indenture requires or permits actions to be taken based upon instruction
        or
        directions of the Holders evidencing a specified percentage of the Outstanding
        Amount of any Series of Rate Stabilization Bonds, the Clearing Agency shall
        be
        deemed to represent such percentage only to the extent that it has received
        instructions to such effect from the Holders and/or the Clearing Agency
        Participants owning or representing, respectively, such required percentage
        of
        the beneficial interest in such Series of Rate Stabilization Bonds and has
        delivered such instructions to a Responsible Officer of the Indenture
        Trustee.

       

      SECTION
        2.12.    Notices to Clearing Agency.  Unless and
        until Definitive Rate Stabilization Bonds shall have been issued to Holders
        of
        such Series pursuant to Section 2.13,

       

      
        
          
          

        

        
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      whenever
        notice, payment, or other communications to the holders of Book-Entry Rate
        Stabilization Bonds of any Series is required under this Indenture, the
        Indenture Trustee, the Servicer and the Paying Agent, as applicable, shall
        give
        all such notices and communications specified herein to be given to Holders
        of
        such Series to the Clearing Agency.

       

      SECTION
        2.13.    Definitive Rate Stabilization
        Bonds.  If (a) (i) the Issuer advises the Indenture Trustee in
        writing that the Clearing Agency is no longer willing or able to properly
        discharge its responsibilities under any Letter of Representations and (ii)
        the
        Issuer is unable to locate a qualified successor Clearing Agency, (b) the
        Issuer, at its option, advises the Indenture Trustee in writing that, with
        respect to any Series, it elects to terminate the book-entry system through
        the
        Clearing Agency or (c) after the occurrence of an Event of Default hereunder,
        Holders holding Rate Stabilization Bonds aggregating not less than a majority
        of
        the aggregate Outstanding Amount of any Series of Rate Stabilization Bonds
        maintained as Book-Entry Rate Stabilization Bonds advise the Indenture Trustee,
        the Issuer and the Clearing Agency (through the Clearing Agency Participants)
        in
        writing that the continuation of a book-entry system through the Clearing
        Agency
        is no longer in the best interests of the Holders of such Series, the Issuer
        shall notify the Clearing Agency, the Indenture Trustee and all such Holders
        of
        such Series in writing of the occurrence of any such event and of the
        availability of Definitive Rate Stabilization Bonds of such Series to the
        Holders of such Series requesting the same.  Upon surrender to the
        Indenture Trustee of the Global Rate Stabilization Bonds of such Series by
        the
        Clearing Agency accompanied by registration instructions from such Clearing
        Agency for registration, the Issuer shall execute, and the Indenture Trustee
        shall authenticate and deliver, Definitive Rate Stabilization Bonds of such
        Series in accordance with the instructions of the Clearing
        Agency.  None of the Issuer, the Rate Stabilization Bond Registrar,
        the Paying Agent or the Indenture Trustee shall be liable for any delay in
        delivery of such instructions and may conclusively rely on, and shall be
        fully
        protected in relying on, such instructions.  Upon the issuance of
        Definitive Rate Stabilization Bonds of any Series, the Indenture Trustee
        shall
        recognize the Holders of the Definitive Rate Stabilization Bonds as Holders
        hereunder.

       

      Definitive
        Rate Stabilization Bonds will be transferable and exchangeable at the offices
        of
        the Rate Stabilization Bonds Registrar.

       

      SECTION
        2.14.    CUSIP Number.  The Issuer in issuing
        any Rate Stabilization Bond or Series of Rate Stabilization Bonds may use
        a
“CUSIP” number and, if so used, the Indenture Trustee shall use the CUSIP number
        provided to it by the Issuer in any notices to the Holders thereof as a
        convenience to such Holders; provided, that any such notice may state
        that no representation is made as to the correctness or accuracy of the CUSIP
        number printed in the notice or on the Rate Stabilization Bonds and that
        reliance may be placed only on the other identification numbers printed on
        the
        Rate Stabilization Bonds.  The Issuer shall promptly notify the
        Indenture Trustee in writing of any change in the CUSIP number with respect
        to
        any Rate Stabilization Bond.

       

      SECTION
        2.15.    Letter of
        Representations.  Notwithstanding anything to the contrary in this
        Indenture or any Series Supplement, the parties hereto shall comply with
        the
        terms of each Letter of Representations applicable to such party.

       

      
        
          
          

        

        
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      SECTION
        2.16.    Special Terms Applicable to Subsequent Transfers of
        Certain Rate Stabilization Bonds.

       

      (a)           Certain
        Series of Rate Stabilization Bonds may not be registered under the Securities
        Act, or the securities laws of any other jurisdiction.  Consequently,
        such Unregistered Rate Stabilization Bonds shall not be transferable other
        than
        pursuant to an exemption from the registration requirements of the Securities
        Act and satisfaction of certain other provisions specified herein or in the
        related Series Supplement.  Unless otherwise provided in the related
        Series Supplement, no sale, pledge or other transfer of any Unregistered
        Rate
        Stabilization Bond (or interest therein) may be made by any Person unless
        either
        (i) such sale, pledge or other transfer is made (A) to a “qualified
        institutional buyer” (as defined under Rule 144A under the Securities Act) or
        (B) to an “institutional accredited investor” (as described in Rule 501(a)(l),
        (2), (3) or (7) under the Securities Act) which executes and delivers a
        certificate to such effect in the form attached hereto as Exhibit C or
        (ii) such sale, pledge or other transfer is otherwise made in a transaction
        exempt from, or not subject to, the registration requirements of the Securities
        Act, in which case the Indenture Trustee shall require a written Opinion
        of
        Counsel (which shall not be at the expense of the Issuer, the Servicer or
        the
        Indenture Trustee) satisfactory to the Issuer and the Indenture Trustee to
        the
        effect that such transfer will not violate the Securities Act.  None
        of the Seller, the Issuer, the Indenture Trustee or the Servicer shall be
        obligated to register any Unregistered Rate Stabilization Bonds under the
        Securities Act, qualify any Unregistered Rate Stabilization Bonds under the
        securities laws of any State or provide registration rights to any purchaser
        or
        holder thereof.

       

      (b)           Unless
        otherwise provided in the related Series Supplement, the Unregistered Rate
        Stabilization Bonds may not be acquired by or for the account of a Restricted
        Plan and, by accepting and holding an Unregistered Rate Stabilization Bond,
        the
        Holder of an Unregistered Rate Stabilization Bond in global form shall be
        deemed
        to have represented and warranted that it is not a Restricted Plan and, the
        Holder of an Unregistered Rate Stabilization Bond in definitive form shall
        execute and deliver to the Indenture Trustee a certificate to such effect
        in the
        form attached hereto as Exhibit D.

       

      (c)           Unless
        otherwise provided in the related Series Supplement, Unregistered Rate
        Stabilization Bonds shall be issued in the form of Definitive Rate Stabilization
        Bonds, shall be in fully registered form and Sections 2.11 and
2.12 shall not apply thereto.

       

      (d)           Each
        Unregistered Rate Stabilization Bond shall bear legends to the effect set
        forth
        in subsections (a) and (b) (if subsection (b) is
        applicable) above.

       

      SECTION
        2.17.    Tax Treatment.  The Issuer and the
        Indenture Trustee, by entering into this Indenture, and the Holders and any
        Persons holding a beneficial interest in any Rate Stabilization Bond, by
        acquiring any Rate Stabilization Bond or interest therein, (a) express their
        intention that, solely for the purposes of federal taxes and, to the extent
        consistent with applicable state, local and other tax law, solely for the
        purposes of state, local and other taxes, the Rate Stabilization Bonds qualify
        under applicable tax law as indebtedness of the Member secured by the Rate
        Stabilization Bond Collateral and (b) solely for the purposes of federal
        taxes
        and, to the extent consistent with applicable state, local and other tax
        law,
        solely for purposes of state, local and other taxes, so long as any of the
        Rate
        Stabilization Bonds are outstanding, agree

       

      
        
          
          

        

        
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      to
        treat
        the Rate Stabilization Bonds as indebtedness of the Member secured by the
        Rate
        Stabilization Bond Collateral unless otherwise required by appropriate taxing
        authorities.

       

      SECTION
        2.18.    State Pledge.  Under the laws of the
        State of Maryland in effect on the Closing Date, the State of Maryland has
        agreed for the benefit of the Holders, pursuant to Section 7-535 of the
        Rate Stabilization Law, as follows:

       

      “The
        state pledges, for the benefit and protection of financing parties and the
        electric company, that it will not take or allow any action that would impair
        the value of rate stabilization property, or, except as allowed in accordance
        with Sections 7-531, 7-533, and 7-534 of [the Rate Stabilization Law], reduce,
        alter, or impair the qualified rate stabilization charges to be imposed,
        collected, and remitted to financing parties, until the principal, interest
        and
        premium, and any other charges incurred and contracts to be performed in
        connection with the related rate stabilization bonds have been paid and
        performed in full.  Any party issuing rate stabilization bonds is
        authorized to include this pledge in any documentation relating to those
        bonds.”

       

      The
        Issuer hereby acknowledges that the purchase of any Rate Stabilization Bond
        by a
        Holder or the purchase of any beneficial interest in a Rate Stabilization
        Bond
        by any Person and the Indenture Trustee’s obligations to perform hereunder are
        made in reliance on such agreement and pledge by the State of
        Maryland.

       

      SECTION
        2.19.    Security Interests.  The Issuer hereby
        makes the following representations and warranties.  Other than the
        security interests granted to the Indenture Trustee pursuant to this Indenture,
        the Issuer has not pledged, granted, sold, conveyed or otherwise assigned
        any
        interests or security interests in the Rate Stabilization Bond Collateral
        and no
        security agreement, financing statement or equivalent security or Lien
        instrument listing the Issuer as debtor covering all or any part of the Rate
        Stabilization Bond Collateral is on file or of record in any jurisdiction,
        except such as may have been filed, recorded or made by the Issuer in favor
        of
        the Indenture Trustee on behalf of the Secured Parties in connection with
        this
        Indenture.  This Indenture constitutes a valid and continuing lien on,
        and first priority perfected security interest in, the Rate Stabilization
        Bond
        Collateral in favor of the Indenture Trustee on behalf of the Secured Parties,
        which lien and security interest is prior to all other Liens and is enforceable
        as such as against creditors of and purchasers from the Issuer in accordance
        with its terms, except as such enforceability may be limited by bankruptcy,
        insolvency, fraudulent conveyance, reorganization, moratorium and other similar
        laws affecting creditors’ rights generally or by general equitable principles,
        whether considered in a proceeding at law or in equity and by an implied
        covenant of good faith and fair dealing.  With respect to all Series
        Rate Stabilization Bond Collateral, this Indenture, together with the related
        Series Supplement, creates a valid and continuing first priority perfected
        security interest (as defined in the UCC and pursuant to
        the  provisions of the Rate Stabilization Law governing the creation,
        priority and perfection of security interests) in such Series Rate Stabilization
        Bond Collateral, which security interest is prior to all other Liens and
        is
        enforceable as such as against creditors of and purchasers from the Issuer
        in
        accordance with its terms, except as such enforceability may be limited by
        bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
        and
        other similar laws affecting creditors’ rights generally or by general equitable
        principles, whether considered in a proceeding at law or in equity and by
        an
        implied covenant of good faith and fair dealing.  The Issuer
        has

       

      
        
          
          

        

        
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      good
        and
        marketable title to the Rate Stabilization Bond Collateral free and clear
        of any
        Lien, claim or encumbrance of any Person other than Permitted
        Liens.  All of the Rate Stabilization Bond Collateral constitutes
        either Rate Stabilization Property or accounts, deposit accounts, investment
        property or general intangibles (as each such term is defined in the UCC)
        except
        that proceeds of the Rate Stabilization Bond Collateral may also take the
        form
        of instruments.  The Issuer has taken, or caused the Servicer to take,
        all action necessary to perfect the security interest in the Series Rate
        Stabilization Bond Collateral granted to the Indenture Trustee, for the benefit
        of the Secured Parties of each related Series.  The Issuer has filed
        (or has caused the Servicer to file) all appropriate financing statements
        in the
        proper filing offices in the appropriate jurisdictions under applicable law
        in
        order to perfect the security interest in the Rate Stabilization Bond Collateral
        granted to the Indenture Trustee. The Issuer has not authorized the filing
        of
        and is not aware, after due inquiry, of any financing statements against
        the
        Issuer that include a description of the Rate Stabilization Bond Collateral
        other than those filed in favor of the Indenture Trustee.  The Issuer
        is not aware of any judgment or tax Lien filings against the
        Issuer.  Each Collection Account (including all subaccounts thereof)
        constitutes a “securities account” within the meaning of the UCC.  The
        Issuer has taken all steps necessary to cause the Securities Intermediary
        of
        each such securities account to identify in its records the Indenture Trustee
        as
        the person having a security entitlement against the Securities Intermediary
        in
        such securities account, no Collection Account is in the name of any person
        other than the Indenture Trustee, and the Issuer has not consented to the
        Securities Intermediary of any Collection Account to comply with entitlement
        orders of any person other than the Indenture Trustee.  All of the
        Series Rate Stabilization Bond Collateral constituting investment property
        has
        been and will have been credited to the applicable Collection Account or
        a
        subaccount thereof, and the Securities Intermediary for each Collection Account
        has agreed to treat all assets credited to each Collection Account as "financial
        assets" within the meaning of the UCC.    Accordingly, the
        Indenture Trustee has a first priority perfected security interest in each
        Collection Account, all funds and financial assets on deposit therein, and
        all
        securities entitlements relating thereto.  The representations and
        warranties set forth in this Section 2.19 shall survive the execution and
        delivery of this Indenture and the issuance of any Rate Stabilization Bonds,
        shall be deemed re-made on each date on which any funds in each Collection
        Account are distributed to the Issuer or otherwise released from the Lien
        of the
        Indenture and may not be waived by any party hereto except pursuant to a
        supplemental indenture executed in accordance with Article IX and as to
        which the Rating Agency Condition has been satisfied.

       

      ARTICLE
        III


       

      COVENANTS

       

      SECTION
        3.01.    Payment of Principal, Premium, if any, and
        Interest.  The principal of and premium, if any, and interest on
        the Rate Stabilization Bonds shall be duly and punctually paid by the Issuer,
        or
        the Servicer on behalf of the Issuer, in accordance with the terms of the
        Rate
        Stabilization Bonds and this Indenture; provided that except on the Final
        Maturity Date or upon the acceleration of the Rate Stabilization Bonds following
        the occurrence of an Event of Default, the Issuer shall only be obligated
        to pay
        the principal of such Rate Stabilization Bonds on each Payment Date therefor
        to
        the extent moneys are available for such payment pursuant to Section
        8.02.  Amounts properly withheld under the Code or other tax
        laws

       

      
        
          
          

        

        
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      by
        any
        Person from a payment to any Holder of interest or principal or premium,
        if any,
        shall be considered as having been paid by the Issuer to such Holder for
        all
        purposes of this Indenture.

       

      SECTION
        3.02.    Maintenance of Office or Agency.  The
        Issuer shall maintain in the Borough of Manhattan, the City of New York,
        an
        office or agency at the Corporate Trust Office where Rate Stabilization Bonds
        may be surrendered for registration of transfer or exchange.  The
        Issuer hereby initially appoints the Indenture Trustee to serve as its agent
        for
        the foregoing purposes.  The Issuer shall give prompt written notice
        to the Indenture Trustee of the location, and of any change in the location,
        of
        any such office or agency.  If at any time the Issuer shall fail to
        maintain any such office or agency or shall fail to furnish the Indenture
        Trustee with the address thereof, such surrenders may be made at the office
        of
        the Indenture Trustee located at the Corporate Trust Office, and the Issuer
        hereby appoints the Indenture Trustee as its agent to receive all such
        surrenders.

       

      SECTION
        3.03.    Money for Payments To Be Held in
        Trust.  As provided in Section 8.02(a), all payments of
        amounts due and payable with respect to any Rate Stabilization Bonds that
        are to
        be made from amounts withdrawn from the applicable Collection Account pursuant
        to Section 8.02(d) shall be made on behalf of the Issuer by the Indenture
        Trustee or by another Paying Agent, and no amounts so withdrawn from such
        applicable Collection Account for payments with respect to any Rate
        Stabilization Bonds shall be paid over to the Issuer except as provided in
        this
Section 3.03 and Section 8.02.

       

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

       

      (i)           hold
        all sums held by it for the payment of amounts due with respect to the Rate
        Stabilization Bonds in trust for the benefit of the Persons entitled thereto
        until such sums shall be paid to such Persons or otherwise disposed of as
        herein
        provided and pay such sums to such Persons as herein provided;

       

      (ii)           give
        the Indenture Trustee written notice of any Default by the Issuer of which
        it
        has actual knowledge in the making of any payment required to be made with
        respect to the Rate Stabilization Bonds;

       

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

       

      (iv)           immediately
        resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums
        held by it in trust for the payment of Rate Stabilization Bonds if at any
        time
        the Paying Agent determines that it has ceased to meet the standards required
        to
        be met by a Paying Agent at the time of such determination; and

       

      (v)           comply
        with all requirements of the Code and other tax laws with respect to the
        withholding from any payments made by it on any Rate Stabilization Bonds
        of
        any

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      applicable
        withholding taxes imposed thereon and with respect to any applicable reporting
        requirements in connection therewith.

       

      The
        Issuer may at any time, for the purpose of obtaining the satisfaction and
        discharge of this Indenture or for any other purpose, by Issuer Order direct
        any
        Paying Agent to pay to the Indenture Trustee all sums held in trust by such
        Paying Agent, such sums to be held by the Indenture Trustee upon the same
        trusts
        as those upon which the sums were held by such Paying Agent; and upon such
        payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall
        be
        released from all further liability with respect to such money.

       

      Subject
        to applicable laws with respect to escheat of funds, any money held by the
        Indenture Trustee or any Paying Agent in trust for the payment of any amount
        due
        with respect to any Rate Stabilization Bond and remaining unclaimed for two
        (2)
        years after such amount has become due and payable shall be discharged from
        such
        trust and be paid to the Issuer on an Issuer Request; and, subject to Section
        10.11, the Holder of such Rate Stabilization Bond shall thereafter, as an
        unsecured general creditor, look only to the Issuer for payment thereof (but
        only to the extent of the amounts so paid to the Issuer), and all liability
        of
        the Indenture Trustee or such Paying Agent with respect to such trust money
        shall thereupon cease; provided, however, that the Indenture
        Trustee or such Paying Agent, before being required to make any such repayment,
        may at the expense of the Issuer, cause to be published once, in a newspaper
        published in the English language, customarily published on each Business
        Day
        and of general circulation in The City of New York, notice that such money
        remains unclaimed and that, after a date specified therein, which shall not
        be
        less than thirty (30) days from the date of such publication, any unclaimed
        balance of such money then remaining will be repaid to the
        Issuer.  The Indenture Trustee may also adopt and employ, at the
        expense of the Issuer, any other reasonable means of notification of such
        repayment (including mailing notice of such repayment to Holders whose right
        to
        or interest in moneys due and payable but not claimed is determinable from
        the
        records of the Indenture Trustee or of any Paying Agent, at the last address
        of
        record for each such Holder).

       

      SECTION
        3.04.    Existence.  The Issuer shall keep in
        full effect its existence, rights and franchises as a limited liability company
        under the laws of the State of 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 other Basic
        Documents, the Rate Stabilization Bonds, the Rate Stabilization Bond Collateral
        and each other instrument or agreement referenced herein or
        therein.

       

      SECTION
        3.05.    Protection of Rate Stabilization Bond
        Collateral.  The Issuer shall from time to time execute and
        deliver all such supplements and amendments hereto and all filings with the
        PSC
        or the Maryland State Department of Assessments and Taxation pursuant to
        the
        Qualified Rate Order or to the Rate Stabilization Law and all financing
        statements, continuation statements, instruments of further assurance and
        other
        instruments (including under the Delaware UCC), and shall take such other
        action
        necessary or advisable to:

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

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

       

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

       

      (iii)           enforce
        any of the Rate Stabilization Bond Collateral;

       

      (iv)           preserve
        and defend title to the Rate Stabilization Bond Collateral and the rights
        of the
        Indenture Trustee and the Holders in such Rate Stabilization Bond Collateral
        against the Claims of all Persons and parties, including, without limitation,
        the challenge by any party to the validity or enforceability of any Qualified
        Rate Order, any Tariff, the Rate Stabilization Property, the Rate Stabilization
        Law or any proceeding relating thereto and institute any action or proceeding
        necessary to compel performance by the PSC or the State of Maryland of any
        of
        its obligations or duties under the Rate Stabilization Law, the State Pledge,
        or
        any Qualified Rate Order or Tariff; or

       

      (v)           pay
        any and all taxes levied or assessed upon all or any part of the Rate
        Stabilization Bond Collateral.

       

      The
        Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact
        to
        execute or authorize, as the case may be, any filings with the Maryland State
        Department of Assessments and Taxation, financing statements, continuation
        statements or other instruments (including with the Delaware Secretary of
        State)
        required pursuant to this Section 3.05, it being understood that the
        Indenture Trustee shall have no such obligation or any duty to prepare such
        documents.

       

      SECTION
        3.06.    Opinions as to Rate Stabilization Bond
        Collateral.

       

      (a)           On
        the Series Issuance Date for each Series (including the Closing Date), the
        Issuer shall furnish to the Indenture Trustee an Opinion of Counsel of external
        counsel of the Issuer either stating that, in the opinion of such counsel,
        such
        action has been taken with respect to the recording and filing 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
        PSC or the Maryland State Department of Assessments and Taxation pursuant
        to the
        Rate Stabilization Law and the Applicable Qualified Rate Order and any financing
        statements and continuation statements, as are necessary to perfect and make
        effective the Lien, and the first priority perfected security interest created
        by this Indenture and the related Series Supplement, and no other Lien or
        security interest is equal or prior to the Lien and security interest of
        the
        Indenture Trustee in the Series Rate Stabilization Bond Collateral, and reciting
        the details of such action, or stating that, in the opinion of such counsel,
        no
        such action is necessary to make effective such Lien and security
        interest.

       

      (b)           Within
        ninety (90) days after the beginning of each calendar year beginning with
        the
        calendar year beginning January 1, 2008, the Issuer shall furnish to the
        Indenture Trustee an Opinion of Counsel of external counsel of the Issuer
        either
        stating that, in the opinion of such counsel, such action has been taken
        with
        respect to the recording, filing, re-recording and refiling of this Indenture,
        any indentures supplemental hereto and any other

       

      
        
          
          

        

        
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      requisite
        documents and with respect to the execution and filing of any filings with
        the
        PSC or the Maryland State Department of Assessments and Taxation pursuant
        to the
        Rate Stabilization Law and the Applicable Qualified Rate Order and any financing
        statements and continuation statements as are necessary to maintain the Lien
        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.  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 PSC or the Maryland State Department of Assessments and
        Taxation, financing statements and continuation statements that will, in
        the
        opinion of such counsel, be required within the twelve-month period following
        the date of such opinion to maintain the Lien created by this
        Indenture.

       

      (c)           Prior
        to the effectiveness of any amendment to the Sale Agreement or the Servicing
        Agreement, the Issuer shall furnish to the Indenture Trustee an Opinion of
        Counsel of external counsel of the Issuer either (i) stating that, in the
        opinion of such counsel, all filings, including UCC financing statements
        and
        other filings with the PSC and the Maryland State Department of Assessments
        and
        Taxation pursuant to the Rate Stabilization Law or the Applicable Qualified
        Rate
        Order, have been executed and filed that are necessary fully to preserve
        and
        protect the Lien and security interest of the Issuer and the Indenture Trustee
        in the Rate Stabilization Property and the Rate Stabilization Bond Collateral,
        respectively, and the proceeds thereof, and reciting the details of such
        filings
        or referring to prior Opinions of Counsel in which such details are given,
        or
        (ii) stating that, in the opinion of such counsel, no such action shall be
        necessary to preserve and protect such Lien and security interest.

       

      SECTION
        3.07.    Performance of Obligations;
        Servicing.

       

      (a)           The
        Issuer (i) shall diligently pursue any and all actions to enforce its rights
        under each instrument or agreement included in the Rate Stabilization Bond
        Collateral and (ii) shall not take any action and shall use its best efforts
        not
        to permit any action to be taken by others that would release any Person
        from
        any of such Person’s covenants or obligations under any such instrument or
        agreement or that would result in the amendment, hypothecation, subordination,
        termination or discharge of, or impair the validity or effectiveness of,
        any
        such instrument or agreement, except, in each case, as expressly provided
        in the
        Basic Documents to which the Issuer is a party or such other instrument or
        agreement.

       

      (b)           The
        Issuer may contract with other Persons to assist it in performing its duties
        under this Indenture, and any performance of such duties by a Person identified
        to the Indenture Trustee herein or in an Officer’s Certificate shall be deemed
        to be action taken by the Issuer.  Initially, the Issuer has
        contracted with the Servicer to assist the Issuer in performing its duties
        under
        this Indenture.

       

      (c)           The
        Issuer shall punctually perform and observe all of its obligations and
        agreements contained in this Indenture, the related Series Supplement, the
        other
        Basic Documents to which the Issuer is a party and in the instruments and
        agreements included in the Rate Stabilization Bond Collateral, including
        filing
        or causing to be filed all filings with the PSC or the Maryland State Department
        of Assessments and Taxation pursuant to the Rate Stabilization Law or the
        Qualified Rate Order, all UCC financing statements and continuation

       

      
        
          
          

        

        
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      statements
        required to be filed by it by the terms of this Indenture, the related Series
        Supplement, the Sale Agreement and the Servicing Agreement in accordance
        with
        and within the time periods provided for herein and therein.

       

      (d)           If
        the Issuer shall have knowledge of the occurrence of a Servicer Default under
        the Servicing Agreement, the Issuer shall promptly give written notice thereof
        to the Indenture Trustee and the Rating Agencies, and shall specify in such
        notice the response or action, if any, the Issuer has taken or is taking
        with
        respect to such default.  If a Servicer Default shall arise from the
        failure of the Servicer to perform any of its duties or obligations under
        the
        Servicing Agreement with respect to the Rate Stabilization Property, the
        Rate
        Stabilization Bond Collateral or the Qualified Rate Stabilization Charges,
        the
        Issuer shall take all reasonable steps available to it to remedy such
        failure.

       

      (e)           As
        promptly as possible after the giving of notice of termination to the Servicer
        and the Rating Agencies of the Servicer’s rights and powers pursuant
        to Section 7.01 of the Servicing Agreement, the
        Indenture Trustee may and shall, at the written direction of the Holders
        evidencing not less than a majority of the Outstanding Amount of the Rate
        Stabilization Bonds of all Series, appoint a successor Servicer (the
“Successor Servicer”), and such Successor Servicer shall accept its
        appointment by a written assumption in a form acceptable to the Issuer and
        the
        Indenture Trustee.  A Person shall qualify as a Successor Servicer
        only if such Person satisfies the requirements of the Servicing
        Agreement.  If within thirty (30) days after the delivery of the
        notice referred to above, a new Servicer shall not have been appointed, the
        Indenture Trustee may petition a court of competent jurisdiction to appoint
        a
        Successor Servicer.  In connection with any such appointment, BGE may
        make such arrangements for the compensation of such Successor Servicer as
        it and
        such successor shall agree, subject to the limitations set forth in Section
        8.02 and in the Servicing Agreement.

       

      (f)           Upon
        any termination of the Servicer’s rights and powers pursuant to the Servicing
        Agreement, the Indenture Trustee shall promptly notify the Issuer, the Holders
        and the Rating Agencies.  As soon as a Successor Servicer is
        appointed, the Indenture Trustee shall notify the Issuer, the Holders and
        the
        Rating Agencies of such appointment, specifying in such notice the name and
        address of such Successor Servicer.

       

      (g)           The
        Issuer shall (or shall cause the Sponsor to) file with or furnish to the
        SEC
        periodic reports and other reports as are required from time to time under
        Section 13 or Section 15(d) of the Exchange Act.

       

      (h)           The
        Issuer shall make all filings required under the Rate Stabilization Law relating
        to the transfer of the ownership or security interest in the Rate Stabilization
        Property other than those required to be made by the Seller or the Servicer
        pursuant to the Basic Documents.

       

      SECTION
        3.08.    Certain Negative Covenants.  So long as
        any Rate Stabilization Bonds are Outstanding, the Issuer shall not:

       

      (i)           except
        as expressly permitted by this Indenture and the other Basic Documents, sell,
        transfer, exchange or otherwise dispose of any of the properties or
        assets

       

      
        
          
          

        

        
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      of
        the
        Issuer, including those included in the Rate Stabilization Bond Collateral,
        unless directed to do so by the Indenture Trustee in accordance with Article
        V;

       

      (ii)           claim
        any credit on, or make any deduction from the principal or premium, if any,
        or
        interest payable in respect of, the Rate Stabilization Bonds (other than
        amounts
        properly withheld from such payments under the Code or other tax laws) or
        assert
        any claim against any present or former Holder by reason of the payment of
        the
        taxes levied or assessed upon any part of the Rate Stabilization Bond
        Collateral;

       

      (iii)           to
        the fullest extent permitted by law, terminate its existence or dissolve
        or
        liquidate in whole or in part, except in a transaction permitted by
Section 3.10;

       

      (iv)           (A)
        permit the validity or effectiveness of this Indenture or the other Basic
        Documents to be impaired, or permit the Lien of this Indenture and the related
        Series Supplement to be amended, hypothecated, subordinated, terminated or
        discharged, or permit any Person to be released from any covenants or
        obligations with respect to the Rate Stabilization Bonds under this Indenture
        except as may be expressly permitted hereby, (B) permit any Lien (other than
        the
        Lien of this Indenture or the related Series Supplement) to be created on
        or
        extend to or otherwise arise upon or burden the Rate Stabilization Bond
        Collateral or any part thereof or any interest therein or the proceeds thereof
        (other than tax liens arising by operation of law with respect to amounts
        not
        yet due) or (C) permit the Lien of any Series Supplement not to constitute
        a
        valid first priority perfected security interest in the Series Rate
        Stabilization Bond Collateral;

       

      (v)           enter
        into any swap, hedge or similar financial instrument;

       

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

       

      (vii)           change
        its name, identity or structure or the location of its chief executive office,
        unless at least ten (10) days’ prior to the effective date of any such change
        the Issuer delivers to the Indenture Trustee such documents, instruments
        or
        agreements, executed by the Issuer, as are necessary to reflect such change
        and
        to continue the perfection of the security interest of this Indenture and
        the
        related Series Supplement; or

       

      (viii)                      take
        any action which is subject to the Rating Agency Condition without satisfying
        the Rating Agency Condition.

       

      SECTION
        3.09.    Annual Statement as to Compliance.  The
        Issuer will deliver to the Indenture Trustee and the Rating Agencies not
        later
        than March 30 of each year (commencing with March 30, 2008), an Officer’s
        Certificate stating, as to the Responsible Officer signing such Officer’s
        Certificate, that:

       

      
        
          
          

        

        
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      (i)           a
        review of the activities of the Issuer during the preceding twelve (12) months
        ended December 31 (or, in the case of the first such Officer’s Certificate,
        since the Series Issuance Date) and of performance under this Indenture has
        been
        made; and

       

      (ii)           to
        the best of such Responsible Officer’s knowledge, based on such review, the
        Issuer has in all material respects complied with all conditions and covenants
        under this Indenture throughout such twelve-month period (or such shorter
        period
        in the case of the first such Officer’s Certificate), or, if there has been a
        default in the compliance of any such condition or covenant, specifying each
        such default known to such Responsible Officer and the nature and status
        thereof.

       

      SECTION
        3.10.    Issuer May Consolidate, etc., Only on Certain
        Terms.

       

      (a)           The
        Issuer shall not consolidate or merge with or into any other Person,
        unless:

       

      (i)           the
        Person (if other than the Issuer) formed by or surviving such consolidation
        or
        merger shall (A) be a Person organized and existing under the laws of the
        United
        States of America or any State, (B) expressly assume, by an indenture
        supplemental hereto, executed and delivered to the Indenture Trustee, in
        form
        and substance satisfactory to the Indenture Trustee, the performance or
        observance of every agreement and covenant of this Indenture and the related
        Series Supplement on the part of the Issuer to be performed or observed,
        all as
        provided herein and in the applicable Series Supplement, and (C) assume all
        obligations and succeed to all rights of the Issuer under the Sale Agreement,
        the Servicing Agreement and each other Basic Document to which the Issuer
        is a
        party;

       

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

       

      (iii)           the
        Rating Agency Condition shall have been satisfied with respect to such merger
        or
        consolidation;

       

      (iv)           the
        Issuer shall have delivered to BGE, the Indenture Trustee and the Rating
        Agencies an opinion or opinions of outside tax counsel (as selected by the
        Issuer, in form and substance reasonably satisfactory to BGE and the Indenture
        Trustee, and which may be based on a ruling from the Internal Revenue Service
        (unless the Internal Revenue Service has announced that it will not rule
        on the
        issues described in this paragraph)) to the effect that the consolidation
        or
        merger will not result in a material adverse federal or state income tax
        consequence to the Issuer, BGE, the Indenture Trustee or the then existing
        Bondholders;

       

      (v)           any
        action as is necessary to maintain the Lien and the first priority perfected
        security interest in the Rate Stabilization Bond Collateral created by this
        Indenture and the related Series Supplement shall have been taken as evidenced
        by an Opinion of Counsel of external counsel of the Issuer delivered to the
        Indenture Trustee; and

       

      
        
          
          

        

        
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      (vi)           the
        Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate
        and an Opinion of Counsel of external counsel of the Issuer each stating
        that
        such consolidation or merger and such supplemental indenture comply with
        this
        Indenture, the related Series Supplement and that all conditions precedent
        herein provided for in this Section 3.10(a) with respect to such
        transaction have been complied with (including any filing required by the
        Exchange Act).

       

      (b)           Except
        as specifically provided herein, the Issuer shall not sell, convey, exchange,
        transfer or otherwise dispose of any of its properties or assets included
        in the
        Rate Stabilization Bond Collateral, to any Person, unless:

       

      (i)           the
        Person that acquires the properties and assets of the Issuer, the conveyance,
        exchange, transfer or other disposal of which is hereby restricted, shall
        (A) be
        a United States citizen or a Person organized and existing under the laws
        of the
        United States of America or any State, (B) expressly assumes, by an indenture
        supplemental hereto, executed and delivered to the Indenture Trustee, in
        form
        and substance satisfactory to the Indenture Trustee, the performance or
        observance of every agreement and covenant of this Indenture on the part
        of the
        Issuer to be performed or observed, all as provided herein and in the applicable
        Series Supplements, (C) expressly agrees by means of such supplemental indenture
        that all right, title and interest so sold, conveyed, exchanged, transferred
        or
        otherwise disposed of shall be subject and subordinate to the rights of Holders,
        (D) unless otherwise provided in the supplemental indenture referred to in
        clause (B) above, expressly agrees to indemnify, defend and hold harmless
        the Issuer and the Indenture Trustee against and from any loss, liability
        or
        expense arising under or related to this Indenture, the related Series
        Supplements and the Rate Stabilization Bonds, (E) expressly agrees by means
        of
        such supplemental indenture that such Person (or if a group of Persons, then
        one
        specified Person) shall make all filings with the SEC (and any other appropriate
        Person) required by the Exchange Act in connection with the Rate Stabilization
        Bonds and (F) if such sale, conveyance, exchange, transfer or other disposal
        relates to the Issuer’s rights and obligations under the Sale Agreement or the
        Servicing Agreement, assume all obligations and succeed to all rights of
        the
        Issuer under the Sale Agreement and the Servicing Agreement, as
        applicable;

       

      (ii)           immediately
        after giving effect to such transaction, no Default, Event of Default or
        Servicer Default shall have occurred and be continuing;

       

      (iii)           the
        Rating Agency Condition shall have been satisfied with respect to such
        transaction;

       

      (iv)           the
        Issuer shall have delivered to BGE, the Indenture Trustee and the Rating
        Agencies an opinion or opinions of outside tax counsel (as selected by the
        Issuer, in form and substance reasonably satisfactory to BGE and the Indenture
        Trustee, and which may be based on a ruling from the Internal Revenue Service)
        to the effect that the disposition will not result in a material adverse
        federal
        or state income tax consequence to the Issuer, BGE, the Indenture Trustee
        or the
        then existing Bondholders;

       

      
        
          
          

        

        
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      (v)           any
        action as is necessary to maintain the Lien and the first priority perfected
        security interest in the Rate Stabilization Bond Collateral created by this
        Indenture and the related Series Supplement shall have been taken as evidenced
        by an Opinion of Counsel of external counsel of the Issuer delivered to the
        Indenture Trustee; and

       

      (vi)           the
        Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate
        and an Opinion of Counsel of external counsel of the Issuer each stating
        that
        such sale, conveyance, exchange,  transfer or other disposition and
        such supplemental indenture comply with this Indenture and the related Series
        Supplement and that all conditions precedent herein provided for in this
        Section 3.10(b) with respect to such transaction have been complied
        with (including any filing required by the Exchange Act).

       

      SECTION
        3.11.    Successor or Transferee.

       

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

       

      (b)           Except
        as set forth in Section 6.07, upon a sale, conveyance, exchange, transfer
        or other disposition of all the assets and properties of the Issuer in
        accordance with Section 3.10(b), the Issuer will be released from
        every covenant and agreement of this Indenture and the other Basic Documents to
        be observed or performed on the part of the Issuer with respect to the Rate
        Stabilization Bonds and the Rate Stabilization Property immediately following
        the consummation of such acquisition upon the delivery of written notice
        to the
        Indenture Trustee from the Person acquiring such assets and properties stating
        that the Issuer is to be so released.

       

      SECTION
        3.12.      No Other Business.  The Issuer
        shall not engage in any business other than financing, purchasing, owning
        and
        managing the Rate Stabilization Property and the other Rate Stabilization
        Bond
        Collateral and the issuance of the Rate Stabilization Bonds in the manner
        contemplated by the Qualified Rate Order and this Indenture and the Basic
        Documents and related activities 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 Rate Stabilization Bonds
        and any
        other indebtedness expressly permitted by or arising under the Basic
        Documents.

       

      SECTION
        3.14.    Servicer’s Obligations.  The Issuer
        shall enforce the Servicer’s compliance with and performance of all of the
        Servicer’s material obligations under the Servicing Agreement.

       

      SECTION
        3.15.    Guarantees, Loans, Advances and Other
        Liabilities.  Except as otherwise contemplated by the Sale
        Agreement, the Servicing Agreement or this Indenture, the Issuer shall not
        make
        any loan or advance or credit to, or guarantee (directly or indirectly or
        by an
        instrument having the effect of assuring another’s payment or performance on any
        obligation or capability of so doing or otherwise), endorse or otherwise
        become
        contingently liable, directly

       

      
        
          
          

        

        
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      or
        indirectly, in connection with the obligations, stocks or dividends of, or
        own,
        purchase, repurchase or acquire (or agree contingently to do so) any stock,
        obligations, assets or securities of, or any other interest in, or make any
        capital contribution to, any other Person.

       

      SECTION
        3.16.    Capital Expenditures.  Other than the
        purchase of Rate Stabilization Property from the Seller on each Series Issuance
        Date and other than expenditures made out of available funds in an aggregate
        amount not to exceed $25,000 in any calendar year, the Issuer shall not make
        any
        expenditure (by long-term or operating lease or otherwise) for capital assets
        (either realty or personalty).

       

      SECTION
        3.17.    Restricted Payments.   Except as
        provided in Section 8.04(c), the Issuer shall not, directly or
        indirectly, (a) pay any dividend or make any distribution (by reduction of
        capital or otherwise), whether in cash, property, securities or a combination
        thereof, to any owner of an interest in the Issuer or otherwise with respect
        to
        any ownership or equity interest or similar security in or of the Issuer,
        (b)
        redeem, purchase, retire or otherwise acquire for value any such ownership
        or
        equity interest or similar security or (c) set aside or otherwise segregate
        any
        amounts for any such purpose.  The Issuer will not, directly or
        indirectly, make payments to or distributions from any Collection Account
        except
        in accordance with this Indenture and the other Basic Documents.

       

      SECTION
        3.18.    Notice of Events of Default.  The
        Issuer agrees to give the Indenture Trustee and the Rating Agencies prompt
        written notice of each Default or Event of Default hereunder as provided
        in
Section 5.01, and each default on the part of the Seller or the Servicer
        of its obligations under the Sale Agreement or the Servicing Agreement,
        respectively.

       

      SECTION
        3.19.    Further Instruments and Acts.  Upon
        request of the Indenture Trustee, the Issuer shall execute and deliver such
        further instruments and do such further acts as may be reasonably necessary
        or
        proper to carry out more effectively the purpose of this Indenture and to
        maintain the first priority perfected security interest of the Indenture
        Trustee
        in the Rate Stabilization Bond Collateral.

       

      SECTION
        3.20.    Purchase of Subsequent Rate Stabilization
        Property.

       

      (a)           The
        Issuer may from time to time purchase Subsequent Rate Stabilization Property
        from the Seller pursuant to the Sale Agreement, subject to the conditions
        specified in paragraph (b) below.

       

      (b)           The
        Issuer shall be permitted to purchase from the Seller Subsequent Rate
        Stabilization Property and the proceeds thereof only upon the satisfaction
        of
        each of the following conditions on or prior to the related Subsequent Transfer
        Date:

       

      (i)           the
        Seller shall have provided the Issuer, the Indenture Trustee and the Rating
        Agencies with an Addition Notice, which shall be given not later than ten
        (10)
        days prior to the related Subsequent Transfer Date, specifying the Subsequent
        Transfer Date for such Subsequent Rate Stabilization Property and the aggregate
        amount of the Qualified Rate Stabilization Charges related to such Subsequent
        Rate Stabilization Property, and shall have provided any information reasonably
        requested by any of the

       

      
        
          
          

        

        
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      foregoing
        Persons with respect to the Subsequent Rate Stabilization Property then being
        conveyed to the Issuer;

       

      (ii)           the
        Rate Stabilization Law, the Sale Agreement and the related Qualified Rate
        Order
        shall be in full force and effect and a filing shall have been made pursuant
        to
        Section 7-542 of the Rate Stabilization Law;

       

      (iii)           as
        of such Subsequent Transfer Date, the Seller shall not be insolvent and will
        not
        have been made insolvent by such sale and transfer and the Seller is not
        aware
        of any pending insolvency with respect to itself;

       

      (iv)           the
        Rating Agency Condition shall have been satisfied with respect to such sale
        and
        transfer;

       

      (v)           the
        Seller shall have received and delivered to the Issuer and the Indenture
        Trustee
        an opinion of outside tax counsel (as selected by the Seller, and in form
        and
        substance reasonably satisfactory to the Issuer and the Indenture Trustee)
        to
        the effect that (A) the Issuer will not be subject to United States federal
        income tax as an entity separate from its sole owner and that the Rate
        Stabilization Bonds will be treated as debt of the Issuer's sole owner for
        United States federal income tax purposes, (B) for United States federal
        income
        tax purposes, the issuance of the Rate Stabilization Bonds will not result
        in
        gross income to the Seller, and (C)  such issuance will not adversely
        affect the characterization of any then outstanding Rate Stabilization Bonds
        as
        obligations of the Issuer's sole owner; the opinion of outside tax counsel
        described above may, if the Seller so chooses, be conditioned on the receipt
        by
        the Seller of one or more letter rulings from the Internal Revenue Service
        (unless the Internal Revenue Service has announced that it will not rule
        on the
        issues described in this paragraph) and in rendering such opinion outside
        tax
        counsel shall be entitled to rely on the rulings contained in such letter
        rulings and to rely on the representations made, and information supplied,
        to
        the Internal Revenue Service in connection with such letter
        rulings;

       

      (vi)           as
        of such Subsequent Transfer Date, no breach by the Seller of its
        representations, warranties or covenants in the Sale Agreement and no Servicer
        Default shall exist;

       

      (vii)           as
        of such Subsequent Transfer Date, the Issuer shall have sufficient funds
        available to pay the purchase price for the Subsequent Rate Stabilization
        Property to be conveyed on such date and all conditions to the issuance of
        one
        or more Series of Rate Stabilization Bonds intended to provide such funds
        set
        forth in Section 2.10 of this Indenture shall have been
        satisfied;

       

      (viii)          the
        Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate
        confirming the satisfaction of each condition precedent specified in this
        Section 3.20(b);

       

      (ix)           (A)
        the Issuer shall have delivered to the Rating Agencies any Opinions of Counsel
        requested by the Rating Agencies and (B) the Issuer shall have delivered
        to the
        Indenture Trustee the Opinion of Counsel required by Section 3.06(c);
        and

       

      
        
          
          

        

        
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      (x)           The
        Seller and the Issuer shall have taken any action required to maintain the
        Lien
        and the first priority perfected ownership interest of the Issuer in the
        Subsequent Rate Stabilization Property and the proceeds thereof, and the
        Issuer
        shall have taken any action required to maintain the Lien and the first priority
        perfected security interest of the Indenture Trustee in the Subsequent Rate
        Stabilization Property and the proceeds thereof.

       

      SECTION
        3.21.    Inspection.  The Issuer agrees that, on
        reasonable prior notice, it will permit any representative of the Indenture
        Trustee, during the Issuer’s normal business hours, to examine all the books of
        account, records, reports and other papers of the Issuer, to make copies
        and
        extracts therefrom, to cause such books to be audited annually by Independent
        registered public accountants, and to discuss the Issuer’s affairs, finances and
        accounts with the Issuer’s officers, employees and Independent registered public
        accountants, all at such reasonable times and as often as may be reasonably
        requested.  The Indenture Trustee shall and shall cause its
        representatives to hold in confidence all such information except to the
        extent
        disclosure may be required by law (and all reasonable applications for
        confidential treatment are unavailing) and except to the extent that the
        Indenture Trustee may reasonably determine that such disclosure is consistent
        with its obligations hereunder.  Notwithstanding anything herein to
        the contrary, the preceding sentence shall not be construed to prohibit (a)
        disclosure of any and all information that is or becomes publicly known,
        or
        information obtained by the Indenture Trustee from sources other than the
        Issuer, provided such parties are rightfully in possession of such information,
        (b) disclosure of any and all information (i) if required to do so by any
        applicable statute, law, rule or regulation, (ii) pursuant to any subpoena,
        civil investigative demand or similar demand or request of any court or
        regulatory authority exercising its proper jurisdiction, (iii) in any
        preliminary or final offering circular, registration statement or other document
        a copy of which has been filed with the SEC or (iv) to any affiliate,
        independent or internal auditor, agent, employee or attorney of the Indenture
        Trustee having a need to know the same, provided that such parties agree
        to be
        bound by the confidentiality provisions contained in this Section 3.21,
        or (c) any other disclosure authorized by the Issuer.

       

      SECTION
        3.22.    Sale Agreement, Servicing Agreement and
        Administration Agreement Covenants.

       

      (a)           The
        Issuer agrees to take all such lawful actions to enforce its rights under
        the
        Sale Agreement, the Servicing Agreement and the Administration Agreement
        and to
        compel or secure the performance and observance by the Seller, the Servicer,
        the
        Administrator and BGE of each of their respective obligations to the Issuer
        under or in connection with the Sale Agreement, the Servicing Agreement and
        the
        Administration Agreement in accordance with the terms thereof.  So
        long as no Event of Default occurs and is continuing, but subject to Section
        3.22(f), the Issuer may exercise any and all rights, remedies, powers and
        privileges lawfully available to the Issuer under or in connection with the
        Sale
        Agreement, the Servicing Agreement and the Administration Agreement;
provided that such action shall not adversely affect the interests of the
        Holders in any material respect.

       

      (b)           If
        an Event of Default occurs and is continuing, the Indenture Trustee may,
        and at
        the direction (which direction shall be in writing) of Holders of a majority
        of
        the Outstanding Amount of the Rate Stabilization Bonds of all Series or Tranches
        affected thereby shall, exercise all rights, remedies, powers, privileges
        and
        claims of the Issuer against the Seller,

       

      
        
          
          

        

        
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      BGE,
        the
        Administrator and the Servicer, as the case may be, under or in connection
        with
        the Sale Agreement, the Servicing Agreement and the Administration Agreement,
        including the right or power to take any action to compel or secure performance
        or observance by the Seller, BGE, the Administrator or the Servicer of each
        of
        their obligations to the Issuer thereunder and to give any consent, request,
        notice, direction, approval, extension or waiver under the Sale Agreement,
        the
        Servicing Agreement and the Administration Agreement, and any right of the
        Issuer to take such action shall be suspended.

       

      (c)           Except
        as set forth in Section 3.22(e), with the prior written consent of the
        Indenture Trustee, the Administration Agreement, the Sale Agreement and the
        Servicing Agreement may be amended in accordance with the provisions thereof,
        so
        long as the Rating Agency Condition is satisfied in connection therewith,
        at any
        time and from time to time, without the consent of the Holders of Rate
        Stabilization Bonds of the related Series; provided that such amendment,
        as evidenced by an Opinion of Counsel of external counsel of the Issuer,
        shall
        not adversely affect the interest of any Holder of Rate Stabilization Bonds
        of
        that Series in any material respect.

       

      (d)           Except
        as set forth in Section 3.22(e), if the Issuer, the Seller, BGE, the
        Administrator, the Servicer or any other party to the respective agreement
        proposes to amend, modify, waive, supplement, terminate or surrender, or
        agree
        to any amendment, modification, waiver, supplement, termination or surrender
        of,
        the terms of the Sale Agreement, the Administration Agreement, or the Servicing
        Agreement, or waive timely performance or observance by the Seller, BGE,
        the
        Administrator or the Servicer under the Sale Agreement,  the
        Administration Agreement or the Servicing Agreement, in each case in such
        a way
        as would materially and adversely affect the interests of any Holder of Rate
        Stabilization Bonds of any Series, the Issuer shall first notify the Rating
        Agencies of the proposed amendment, modification, waiver, supplement,
        termination or surrender and shall promptly notify the Indenture Trustee
        in
        writing and the Indenture Trustee shall notify the Holders of the Rate
        Stabilization Bonds of such Series of the proposed amendment, modification,
        waiver, supplement, termination or surrender and whether the Rating Agency
        Condition has been satisfied with respect thereto.  The Indenture
        Trustee shall consent to such proposed amendment, modification, waiver,
        supplement, termination or surrender only with the prior written consent
        of the
        Holders of a majority of the Outstanding Amount of Rate Stabilization Bonds
        of
        the Series or Tranches materially and adversely affected thereby.  If
        any such amendment, modification, waiver, supplement, termination or surrender
        shall be so consented to by the Indenture Trustee or such Holders, the Issuer
        agrees to execute and deliver, in its own name and at its own expense, such
        agreements, instruments, consents and other documents as shall be necessary
        or
        appropriate in the circumstances.

       

      (e)           If
        the Issuer or the Servicer proposes to amend, modify, waive, supplement,
        terminate or surrender, or to agree to any amendment, modification, supplement,
        termination, waiver or surrender of, the process for True-Up Adjustments,
        the
        Issuer shall notify the Indenture Trustee in writing and the Indenture Trustee
        shall notify the Holders of the Rate Stabilization Bonds of such proposal
        and
        the Indenture Trustee shall consent thereto only with the prior written consent
        of the Holders of a majority of the Outstanding Amount of Rate Stabilization
        Bonds of the Series or Tranches affected thereby and only if the Rating Agency
        Condition has been satisfied with respect thereto.

       

      
        
          
          

        

        
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      (f)           Promptly
        following a default by the Seller under the Sale Agreement, by the Administrator
        under the Administration Agreement, by BGE or the occurrence of a Servicer
        Default under the Servicing Agreement, and at the Issuer’s expense, the Issuer
        agrees to take all such lawful actions as the Indenture Trustee may request
        to
        compel or secure the performance and observance by each of the Seller, BGE,
        the
        Administrator or the Servicer of their obligations under and in accordance
        with
        the Sale Agreement, the Servicing Agreement and the Administration Agreement,
        as
        the case may be, in accordance with the terms thereof, and to exercise any
        and
        all rights, remedies, powers and privileges lawfully available to the Issuer
        under or in connection with such agreements to the extent and in the manner
        directed by the Indenture Trustee, including the transmission of notices
        of any
        default by the Seller, BGE, the Administrator or the Servicer, respectively,
        thereunder and the institution of legal or administrative actions or Proceedings
        to compel or secure performance of their obligations under the Sale Agreement,
        the Servicing Agreement or the Administration Agreement, as
        applicable.

       

      Before
        consenting to any amendment, modification, supplement, termination, waiver
        or
        surrender under Sections 3.22(d) or (e), the Indenture Trustee
        shall be entitled to receive, and subject to Sections 6.01 and
6.02, shall be fully protected in relying upon, an Opinion of
        Counsel
        stating that such action is authorized or permitted by this
        Indenture.

       

      SECTION
        3.23.    Taxes.  So long as any of the Rate
        Stabilization Bonds are Outstanding, the Issuer shall pay all taxes, assessments
        and governmental charges imposed upon it or any of its properties or assets
        or
        with respect to any of its franchises, business, income or property before
        any
        penalty accrues thereon if the failure to pay any such taxes, assessments
        and
        governmental charges would, after any applicable grace periods, notices or
        other
        similar requirements, result in a Lien on the Rate Stabilization Bond
        Collateral; provided that no such tax need be paid if the Issuer is
        contesting the same in good faith by appropriate proceedings promptly instituted
        and diligently conducted and if the Issuer has established appropriate reserves
        as shall be required in conformity with generally accepted accounting
        principles.

       

      ARTICLE
        IV


       

      SATISFACTION
        AND DISCHARGE; DEFEASANCE

       

      SECTION
        4.01.    Satisfaction and Discharge of Indenture;
        Defeasance.

       

      (a)           This
        Indenture shall cease to be of further effect with respect to the Rate
        Stabilization Bonds of any Series and the Indenture Trustee, on reasonable
        written demand of and at the expense of the Issuer, shall execute proper
        instruments acknowledging satisfaction and discharge of this Indenture with
        respect to the Rate Stabilization Bonds of such Series, when:

       

      (i)           either

       

      (A)           all
        Rate Stabilization Bonds of such Series theretofore authenticated and delivered
        (other than (1) Rate Stabilization Bonds that have been destroyed, lost or
        stolen and that have been replaced or paid as provided in Section 2.06
        and (2) Rate Stabilization Bonds for whose payment money has theretofore
        been
        deposited in trust or segregated and held in trust by the Issuer

       

      
        
          
          

        

        
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      and
        thereafter repaid to the Issuer or discharged from such trust, as provided
        in
        the last paragraph of Section 3.03) have been delivered to the Indenture
        Trustee for cancellation; or

       

      (B)           either
        (1) the Final Maturity Date has occurred with respect to all Rate Stabilization
        Bonds of such Series not theretofore delivered to the Indenture Trustee for
        cancellation or (2) such Rate Stabilization Bonds will be due and payable
        on
        their respective Final Maturity Dates within the same calendar year, and
        in
        either case, the Issuer has irrevocably deposited or caused to be irrevocably
        deposited in trust with the Indenture Trustee (i) cash and/or (ii) U.S.
        Government Obligations which through the scheduled payments of principal
        and
        interest in respect thereof in accordance with their terms are in an amount
        sufficient to pay principal, interest and premium, if any, on such Rate
        Stabilization Bonds not theretofore delivered to the Indenture Trustee for
        cancellation and all other sums payable hereunder by the Issuer with respect
        to
        such Rate Stabilization Bonds when scheduled to be paid and to discharge
        the
        entire indebtedness on such Rate Stabilization Bonds when due;

       

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

       

      (iii)           the
        Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an
        Opinion of Counsel of external counsel of the Issuer and (if required by
        the TIA
        or the Indenture Trustee) an Independent Certificate from a firm of registered
        public accountants, each meeting the applicable requirements of Section
        10.01(a) and each stating that all conditions precedent herein provided for
        relating to the satisfaction and discharge of this Indenture with respect
        to
        Rate Stabilization 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 Rate
        Stabilization 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 and 3.19 and the
        operation of Section 5.01(iii) (“Covenant Defeasance Option”) with
        respect to any Series of Rate Stabilization Bonds.  The Issuer may
        exercise the Legal Defeasance Option with respect to any Series of Rate
        Stabilization 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 Rate Stabilization Bonds of such Series may not be accelerated
        because of an Event of Default.  If the Issuer exercises the Covenant
        Defeasance Option with respect to any Series, the maturity of the Rate
        Stabilization Bonds of such Series may not be accelerated because of an Event
        of
        Default specified in Section 5.01(iii).

       

      Upon
        satisfaction of the conditions set forth herein to the exercise of the Legal
        Defeasance Option or the Covenant Defeasance Option with respect to any Series
        of Rate Stabilization Bonds, the Indenture Trustee, on reasonable written
        demand
        of and at the expense

       

      
        
          
          

        

        
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      of
        the
        Issuer, shall execute proper instruments acknowledging satisfaction and
        discharge of the obligations that are terminated pursuant to such
        exercise.

       

      (c)           Notwithstanding
        Sections 4.01(a) and 4.01(b) above, (i) rights of registration of
        transfer and exchange, (ii) substitution of mutilated, destroyed, lost or
        stolen
        Rate Stabilization Bonds, (iii) rights of Holders to receive payments of
        principal, premium, if any, and interest, (iv) Sections 4.03 and
4.04, (v) the rights, obligations and immunities of the Indenture
        Trustee
        hereunder (including the rights of the Indenture Trustee under Section
        6.07 and the obligations of the Indenture Trustee under Section 4.03)
        and (vi) the rights of Holders as beneficiaries hereof with respect to the
        property deposited with the Indenture Trustee payable to all or any of them,
        shall survive until the Rate Stabilization Bonds of the Series as to which
        this
        Indenture or certain obligations hereunder have been satisfied and discharged
        pursuant to Section 4.01(a) or 4.01(b) 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 Rate Stabilization Bonds only if:

       

      (a)           the
        Issuer has irrevocably deposited or caused to be irrevocably deposited in
        trust
        with the Indenture Trustee (i) cash and/or (ii) U.S. Government Obligations
        which through the scheduled payments of principal and interest in respect
        thereof in accordance with their terms are in an amount sufficient to pay
        principal, interest and premium, if any, on such Rate Stabilization Bonds
        not
        therefore delivered to the Indenture Trustee for cancellation and all other
        sums
        payable hereunder by the Issuer with respect to such Rate Stabilization Bonds
        when scheduled to be paid and to discharge the entire indebtedness on such
        Rate
        Stabilization Bonds when due;

       

      (b)           the
        Issuer delivers to the Indenture Trustee a certificate from a nationally
        recognized firm of Independent registered public accountants expressing its
        opinion that the payments of principal and interest when due and without
        reinvestment of the deposited U.S. Government Obligations plus any deposited
        cash without investment will provide cash at such times and in such amounts
        (but, in the case of the Legal Defeasance Option only, not more than such
        amounts) as will be sufficient to pay in respect of the Rate Stabilization
        Bonds
        of such Series (i) principal in accordance with the Expected Amortization
        Schedule therefor, (ii) interest when due and (iii) all other sums payable
        hereunder by the Issuer with respect to such Rate Stabilization
        Bonds;

       

      (c)           in
        the case of the Legal Defeasance Option, ninety-five (95) days pass after
        the
        deposit is made and during the ninety-five (95)-day period no Default specified
        in Section 5.01(v) or (vi) occurs which is continuing at the end
        of the period;

       

      (d)           no
        Default has occurred and is continuing on the day of such deposit and after
        giving effect thereto;

       

      (e)           in
        the case of an exercise of the Legal Defeasance Option, the Issuer shall
        have
        delivered to the Indenture Trustee an Opinion of Counsel of external counsel
        of
        the Issuer

       

      
        
          
          

        

        
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      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 Rate Stabilization Bonds of such Series will not
        recognize income, gain or loss for federal income tax purposes as a result
        of
        such legal defeasance and will be subject to federal income tax on the same
        amounts, in the same manner and at the same times as would have been the
        case if
        such legal defeasance had not occurred;

       

      (f)           in
        the case of an exercise of the Covenant Defeasance Option, the Issuer shall
        have
        delivered to the Indenture Trustee an Opinion of Counsel of external counsel
        of
        the Issuer to the effect that the Holders of the Rate Stabilization Bonds
        of
        such Series will not recognize income, gain or loss for federal income tax
        purposes as a result of such covenant defeasance and will be subject to federal
        income tax on the same amounts, in the same manner and at the same times
        as
        would have been the case if such covenant defeasance had not
        occurred;

       

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

       

      (h)           the
        Issuer delivers to the Indenture Trustee an Opinion of Counsel of external
        counsel of the Issuer to the effect that (i) in a case under the Bankruptcy Code
        in which BGE (or any of its Affiliates, other than the Issuer) is the debtor,
        the court would hold that the deposited moneys or U.S. Government Obligations
        would not be in the bankruptcy estate of BGE (or any of its Affiliates, other
        than the Issuer, that deposited the moneys or U.S. Government Obligations);
        and
        (ii) in the event BGE (or any of its Affiliates, other than the Issuer, that
        deposited the moneys or U.S. Government Obligations) were to be a debtor
        in a
        case under the Bankruptcy Code, the court would not disregard the separate
        legal
        existence of BGE (or any of its Affiliates, other than the Issuer, that
        deposited the moneys or U.S. Government Obligations) and the Issuer so as
        to
        order substantive consolidation under the Bankruptcy Code of the Issuer’s assets
        and liabilities with the assets and liabilities of BGE or such other Affiliate;
        and

       

      (i)           the
        Rating Agency Condition shall have been satisfied with respect to the exercise
        of any Legal Defeasance Option or Covenant Defeasance Option.

       

      Notwithstanding
        any other provision of this Section 4.02, no delivery of moneys or U.S.
        Government Obligations to the Indenture Trustee shall terminate any obligation
        of the Issuer to the Indenture Trustee under this Indenture or the related
        Series Supplement or any obligation of the Issuer to apply such moneys or
        U.S.
        Government Obligations under Section 4.03 until such Rate Stabilization
        Bonds shall have been redeemed in accordance with the provisions of this
        Indenture and the related Series Supplement.

       

      SECTION
        4.03.    Application of Trust Money.  All moneys
        or U.S. Government Obligations deposited with the Indenture Trustee pursuant
        to
Section 4.01 or 4.02 shall be held in trust and applied by it, in
        accordance with the provisions of the Rate Stabilization Bonds and this
        Indenture, to the payment, either directly or through any Paying Agent, as
        the
        Indenture Trustee

       

      
        
          
          

        

        
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      may
        determine, to the Holders of the particular Rate Stabilization Bonds for
        the
        payment of which such moneys have been deposited with the Indenture Trustee,
        of
        all sums due and to become due thereon for principal, premium, if any, and
        interest; but such moneys need not be segregated from other funds except
        to the
        extent required herein or in the Servicing Agreement or required by
        law.  Notwithstanding anything to the contrary in this Article
        IV, the Indenture Trustee shall deliver or pay to the Issuer from time
        to
        time upon Issuer Request any moneys or U.S. Government Obligations held by
        it
        pursuant to Section 4.02 which, in the opinion of a nationally recognized
        firm of Independent registered public accountants expressed in a written
        certification thereof delivered to the Indenture Trustee (and not at the
        cost or
        expense of the Indenture Trustee), are in excess of the amount thereof which
        would be required to be deposited for the purpose for which such moneys or
        U.S.
        Government Obligations were deposited, provided that any such payment
        shall be subject to the satisfaction of the Rating Agency
        Condition.

       

      SECTION
        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 Rate
        Stabilization Bonds of any Series, all moneys then held by any Paying Agent
        other than the Indenture Trustee under the provisions of this Indenture with
        respect to such Rate Stabilization Bonds shall, upon demand of the Issuer,
        be
        paid to the Indenture Trustee to be held and applied according to Section
        3.03 and thereupon such Paying Agent shall be released from all further
        liability with respect to such moneys.

       

      ARTICLE
        V


       

      REMEDIES

       

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

       

      (i)           default
        in the payment of any interest on any Rate Stabilization Bond when the same
        becomes due and payable (whether such failure to pay interest is caused by
        a
        shortfall in Qualified Rate Stabilization Charges received or otherwise),
        and
        such default shall continue for a period of five (5) Business Days;
        or

       

      (ii)           default
        in the payment of the then unpaid principal of any Rate Stabilization Bond
        of
        any Tranche or Series on the Final Maturity Date for such Tranche or Series;
        or

       

      (iii)           default
        in the observance or performance of any covenant or agreement of the Issuer
        made
        in this Indenture (other than defaults specified in clauses (i) or
(ii) above), and such default shall continue or not be cured,
        for a
        period of thirty (30) days after the earlier of (A) the date that there shall
        have been given, by registered or certified mail, to the Issuer by the Indenture
        Trustee or to the Issuer and the Indenture Trustee by the Holders of at least
        25
        percent of the Outstanding Amount of the Rate Stabilization

       

      
        
          
          

        

        
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      Bonds
        of
        such Series, a written notice specifying such default and requiring it to
        be
        remedied and stating that such notice is a “Notice of Default” hereunder
        or (B) the date that the Issuer has actual knowledge of the default;
        or

       

      (iv)           any
        representation or warranty of the Issuer made in this Indenture or in any
        certificate or other writing delivered pursuant hereto or in connection herewith
        proving to have been incorrect in any material respect as of the time when
        the
        same shall have been made, and the circumstance or condition in respect of
        which
        such misrepresentation or warranty was incorrect shall not have been eliminated
        or otherwise cured, within thirty (30) days after the earlier of (A) the
        date
        that there shall have been given, by registered or certified mail, to the
        Issuer
        by the Indenture Trustee or to the Issuer and the Indenture Trustee by the
        Holders of at least 25 percent of the Outstanding Amount of the Rate
        Stabilization Bonds of such Series, a written notice specifying such incorrect
        representation or warranty and requiring it to be remedied and stating that
        such
        notice is a “Notice of Default” hereunder or (B) the date the Issuer has
        actual knowledge of the default, or

       

      (v)           the
        filing of a decree or order for relief by a court having jurisdiction in
        the
        premises in respect of the Issuer or any substantial part of the Rate
        Stabilization Bond Collateral in an involuntary case or proceeding under
        any
        applicable federal or state bankruptcy, insolvency or other similar law now
        or
        hereafter in effect, or appointing a receiver, liquidator, assignee, custodian,
        trustee, sequestrator or similar official of the Issuer or for any substantial
        part of the Rate Stabilization Bond Collateral, or ordering the winding-up
        or
        liquidation of the Issuer’s affairs, and such decree or order shall remain
        unstayed and in effect for a period of ninety (90) consecutive days;
        or

       

      (vi)           the
        commencement by the Issuer of a voluntary case under any applicable federal
        or
        state bankruptcy, insolvency or other similar law now or hereafter in effect,
        or
        the consent by the Issuer to the entry of an order for relief in an involuntary
        case or proceeding under any such law, or the consent by the Issuer to the
        appointment or taking possession by a receiver, liquidator, assignee, custodian,
        trustee, sequestrator or similar official of the Issuer or for any substantial
        part of the Rate Stabilization Bond Collateral, or the making by the Issuer
        of
        any general assignment for the benefit of creditors, or the failure by the
        Issuer generally to pay its debts as such debts become due, or the taking
        of
        action by the Issuer in furtherance of any of the foregoing; or

       

      (vii)           any
        act or failure to act by the State of Maryland or any of its agencies (including
        the PSC), officers or employees which violates or is not in accordance with
        the
        State Pledge; or

       

      (viii)                      any
        other event designated as such in a Series Supplement.

       

      The
        Issuer shall deliver to a Responsible Officer of the Indenture Trustee and
        to
        the Rating Agencies, within five (5) days after a Responsible Officer of
        the
        Issuer has knowledge of the occurrence thereof, written notice in the form
        of an
        Officer’s Certificate of any event (I) which is an Event of Default under
clauses (i), (ii), (v), (vi), (vii), or
(viii) or (II) which with the giving
        of notice, the lapse of time, or
        both, would become an Event of Default under clause (iii)

       

      
        
          
          

        

        
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      or
        (iv), including, in each case, the status of such Event of Default and
        what action the Issuer is taking or proposes to take with respect
        thereto.  An Event of Default with respect to one Series of Rate
        Stabilization Bonds will not automatically trigger an Event of Default with
        respect to any other Outstanding Series of Rate Stabilization
        Bonds.

       

      SECTION
        5.02.    Acceleration of Maturity; Rescission and
        Annulment.  If an Event of Default (other than an Event of Default
        under clause (vii) of Section 5.01) should occur and be continuing
        with respect to any Series, then and in every such case the Indenture Trustee
        or
        the Holders representing not less than a majority of the Outstanding Amount
        of
        the Rate Stabilization Bonds of such Series may declare the Rate Stabilization
        Bonds of such Series to be immediately due and payable, by a notice in writing
        to the Issuer (and to the Indenture Trustee if given by Holders), and upon
        any
        such declaration the unpaid principal amount of the Rate Stabilization Bonds
        of
        such 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
        Indenture Trustee as hereinafter in this Article V provided, the Holders
        representing not less than a majority of the Outstanding Amount of the Rate
        Stabilization Bonds of such Series, by written notice to the Issuer and the
        Indenture Trustee, may rescind and annul such declaration and its consequences
        if:

       

      (i)           the
        Issuer has paid or deposited with the Indenture Trustee a sum sufficient
        to
        pay:

       

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

       

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

       

      (ii)           all
        Events of Default with respect to such Series, other than the nonpayment
        of the
        principal of the Rate Stabilization Bonds of such 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 Indenture Trustee.

       

      (a)           If
        an Event of Default under Section 5.01(i) or (ii) has occurred and
        is continuing with respect to any Series, subject to Section 10.15, the
        Indenture Trustee, in its own

       

      
        
          
          

        

        
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      name
        and
        as trustee of an express trust, may institute a Proceeding for the collection
        of
        the sums so due and unpaid, and may prosecute such Proceeding to judgment
        or
        final decree, and, subject to the limitations on recourse set forth herein,
        may
        enforce the same against the Issuer or other obligor upon such Rate
        Stabilization Bonds and collect in the manner provided by law out of the
        property of the Issuer or other obligor upon such Rate Stabilization Bonds,
        wherever situated the moneys payable, or the related Series Rate Stabilization
        Bond Collateral and the proceeds thereof, the whole amount then due and payable
        on the Rate Stabilization Bonds of such Series for principal, premium, if
        any,
        and interest, with interest upon the overdue principal and premium, if any,
        and,
        to the extent payment at such rate of interest shall be legally enforceable,
        upon overdue installments of interest, at the respective rate borne by the
        Rate
        Stabilization Bonds of such Series or the applicable Tranche of such Series
        and
        in addition thereto such further amount as shall be sufficient to cover the
        costs and expenses of collection, including the reasonable compensation,
        expenses, disbursements and advances of the Indenture Trustee and its agents
        and
        counsel.

       

      (b)           If
        an Event of Default (other than Event of Default under clause (vii) of
Section 5.01) occurs and is continuing with respect to any Series, the
        Indenture Trustee shall, as more particularly provided in Section 5.04,
        in its discretion, proceed to protect and enforce its rights and the rights
        of
        the Holders of such Series, by such appropriate Proceedings as the Indenture
        Trustee shall deem most effective to protect and enforce any such rights,
        whether for the specific enforcement of any covenant or agreement in this
        Indenture or in aid of the exercise of any power granted herein, or to enforce
        any other proper remedy or legal or equitable right vested in the Indenture
        Trustee by this Indenture and the related Series Supplement or by law, including
        foreclosing or otherwise enforcing the Lien of the Series Rate Stabilization
        Bond Collateral securing such Series of Rate Stabilization Bonds or applying
        to
        a court of competent jurisdiction for sequestration of revenues arising with
        respect to such Rate Stabilization Property.

       

      (c)           If
        an Event of Default under Section 5.01(v) or (vi) has occurred and
        is continuing, the Indenture Trustee, irrespective of whether the principal
        of
        any Rate Stabilization Bonds of any Series shall then be due and payable
        as
        therein expressed or by declaration or otherwise and irrespective of whether
        the
        Indenture Trustee shall have made any demand pursuant to the provisions of
        this
Section 5.04, shall be entitled and empowered, by intervention in any
        Proceedings related to such Event of Default or otherwise:

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

      (e)           All
        rights of action and of asserting claims under this Indenture, or under any
        of
        the Rate Stabilization Bonds of any Series, may be enforced by the Indenture
        Trustee without the possession of any of the Rate Stabilization Bonds of
        such
        Series or the production thereof in any trial or other Proceedings relative
        thereto, and any such action or proceedings instituted by the Indenture Trustee
        shall be brought in its own name as trustee of an express trust, and any
        recovery of judgment, subject to the payment of the expenses, disbursements
        and
        compensation of the Indenture Trustee, each predecessor Indenture Trustee
        and
        their respective agents and attorneys, shall be for the ratable benefit of
        the
        Holders of the Rate Stabilization Bonds of such Series.

       

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

       

      SECTION
        5.04.    Remedies; Priorities.

       

      (a)           If
        an Event of Default (other than an Event of Default under clause (vii) of
Section 5.01) shall have occurred and be continuing with respect to a
        Series, the Indenture Trustee may do one or more of the following (subject
        to
Section 5.05):

       

      (i)           institute
        Proceedings in its own name and as trustee of an express trust for the
        collection of all amounts then payable on the Rate Stabilization Bonds of
        such
        Series

       

      
        
          
          

        

        
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      or
        under
        this Indenture with respect thereto, whether by declaration of acceleration
        or
        otherwise, and, subject to the limitations on recovery set forth herein,
        enforce
        any judgment obtained, and collect from the Issuer or any other obligor moneys
        adjudged due upon such Rate Stabilization Bonds;

       

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

       

      (iii)           exercise
        any remedies of a secured party under the UCC, the Rate Stabilization Law
        or any
        other applicable law and take any other appropriate action to protect and
        enforce the rights and remedies of the Indenture Trustee and the Holders
        of the
        Rate Stabilization Bonds of such Series;

       

      (iv)           at
        the written direction of the Holders of a majority of the Outstanding Amount
        of
        the Rate Stabilization Bonds of such Series, sell the Series Rate Stabilization
        Bond Collateral or any portion thereof or rights or interest therein, at
        one or
        more public or private sales called and conducted in any manner permitted
        by
        law; and

       

      (v)           exercise
        all rights, remedies, powers, privileges and claims of the Issuer against
        the
        Seller, the Administrator, BGE or the Servicer under or in connection with,
        and
        pursuant to the terms of, the Sale Agreement, the Administration Agreement
        or
        the Servicing Agreement;

       

      provided,
        however, that the Indenture Trustee may not sell or otherwise liquidate
        any portion of the Rate Stabilization Bond Collateral following such an Event
        of
        Default, other than an Event of Default described in Section 5.01(i), or
(ii), with respect to any Series unless (A) the Holders of 100
        percent of
        the Outstanding Amount of the Rate Stabilization Bonds of all Series consent
        thereto, (B) the proceeds of such sale or liquidation distributable to the
        Holders of all Series are sufficient to discharge in full all amounts then
        due
        and unpaid upon such Rate Stabilization Bonds for principal, premium, if
        any,
        and interest after taking into account payment of all amounts due prior thereto
        pursuant to the priorities set forth in Section 8.02(e) or (C) the
        Indenture Trustee determines that the Rate Stabilization Bond Collateral
        will
        not continue to provide sufficient funds for all payments on the Rate
        Stabilization Bonds of all Series as they would have become due if the Rate
        Stabilization Bonds had not been declared due and payable, and the Indenture
        Trustee obtains the written consent of Holders of 66-2/3 percent of the
        Outstanding Amount of the Rate Stabilization Bonds of all Series.  In
        determining such sufficiency or insufficiency with respect to clause (B)
        and (C), the Indenture Trustee may, but need not, obtain and conclusively
        rely upon an opinion of an Independent investment banking or accounting firm
        of
        national reputation as to the feasibility of such proposed action and as
        to the
        sufficiency of the Rate Stabilization Bond Collateral for such
        purpose.

       

      (b)           If
        an Event of Default under clause (vii) of Section 5.01 shall have
        occurred and be continuing, the Indenture Trustee, for the benefit of the
        Secured Parties of the related Series, shall be entitled and empowered to
        the
        extent permitted by applicable law, to institute or participate in Proceedings
        necessary to compel performance of or to enforce the State Pledge and to
        collect
        any monetary damages incurred by the Holders or the Indenture Trustee as
        a
        result of any such Event of Default, and may prosecute any such Proceeding
        to
        final judgment

       

      
        
          
          

        

        
          47

          
            

          

        

        
          
          

        

      

       

      or
        decree.  Such remedy shall be the only remedy that the Indenture
        Trustee may exercise if the only Event of Default that has occurred and is
        continuing is an Event of Default under Section 5.01(vii).

       

      (c)           If
        the Indenture Trustee collects any money pursuant to this Article V, it
        shall pay out such money in accordance with the priorities set forth in
Section 8.02(e).

       

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

       

      SECTION
        5.06.    Limitation of Suits.  No Holder of any
        Rate Stabilization Bond of any Series shall have any right to institute any
        Proceeding, judicial or otherwise, to avail itself of any remedies provided
        in
        the Rate Stabilization Law or to avail itself of the right to foreclose on
        the
        Rate Stabilization Bond Collateral or otherwise enforce the Lien and the
        security interest on the Rate Stabilization Bond Collateral with respect
        to this
        Indenture and the related Series Supplement, or for the appointment of a
        receiver or trustee, or for any other remedy hereunder, unless:

       

      (i)           such
        Holder previously has given written notice to the Indenture Trustee of a
        continuing Event of Default with respect to such Series;

       

      (ii)           the
        Holders of not less than a majority of the Outstanding Amount of the Rate
        Stabilization Bonds of all Series have made written request to the Indenture
        Trustee to institute such Proceeding in respect of such Event of Default
        in its
        own name as Indenture Trustee hereunder;

       

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

       

      (iv)           the
        Indenture Trustee for sixty (60) days after its receipt of such notice, request
        and offer of indemnity has failed to institute such Proceedings;
        and

       

      (v)           no
        direction inconsistent with such written request has been given to the Indenture
        Trustee during such sixty-day period by the Holders of a majority of the
        Outstanding Amount of the Rate Stabilization Bonds of all Series;

       

      
        
          
          

        

        
          48

          
            

          

        

        
          
          

        

      

       

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

       

      In
        the
        event the Indenture Trustee shall receive conflicting or inconsistent requests
        and indemnity from two or more groups of Holders, each representing less
        than a
        majority of the Outstanding Amount of the Rate Stabilization Bonds of all
        Series, the Indenture 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 Holders To Receive Principal,
        Premium, if any, and Interest.  Notwithstanding any other
        provisions in this Indenture, the Holder of any Rate Stabilization Bond shall
        have the right, which is absolute and unconditional, (a) to receive payment
        of
        (i) the interest, if any, on such Rate Stabilization Bond on the due dates
        thereof expressed in such Rate Stabilization Bond or in this Indenture or (ii)
        the unpaid principal, if any, of such Rate Stabilization Bonds on the Final
        Maturity Date therefor and (b) to institute suit for the enforcement of any
        such
        payment, and such right shall not be impaired without the consent of such
        Holder.

       

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

       

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

       

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

       

      
        
          
          

        

        
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      SECTION
        5.11.    Control by Holders.  The Holders of not
        less than a majority of the Outstanding Amount of the Rate Stabilization
        Bonds
        of an affected Series or Tranche shall have the right to direct the time,
        method
        and place of conducting any Proceeding for any remedy available to the Indenture
        Trustee with respect to the Rate Stabilization Bonds of such Series or Tranche
        or Tranches or exercising any trust or power conferred on the Indenture Trustee
        with respect to such Series or Tranche or Tranches; provided
        that:

       

      (i)           such
        direction shall not be in conflict with any rule of law or with this Indenture
        and shall not involve the Indenture Trustee in any personal liability or
        expense;

       

      (ii)           subject
        to other conditions specified in Section 5.04, any direction to the
        Indenture Trustee to sell or liquidate any Series Rate Stabilization Bond
        Collateral shall be by the Holders representing not less than 100 percent
        of the
        Outstanding Amount of the Rate Stabilization Bonds of the affected
        Series;

       

      (iii)           if
        the conditions set forth in Section 5.05 have been satisfied and the
        Indenture Trustee elects to retain the Series Rate Stabilization Bond Collateral
        pursuant to Section 5.05, then any direction to the Indenture Trustee by
        Holders representing less than 100 percent of the Outstanding Amount of the
        Rate
        Stabilization Bonds of all Series to sell or liquidate the Series Rate
        Stabilization Bond Collateral shall be of no force and effect; and

       

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

       

      provided,
        however, that, the Indenture Trustee’s duties shall be subject to
Section 6.01, and the Indenture Trustee need not take any action that
        it
        determines might involve it in liability or might materially adversely affect
        the rights of any Holders not consenting to such action.  Furthermore
        and without limiting  the foregoing, the Indenture Trustee shall not
        be required to take any action for which it reasonably believes that it will
        not
        be indemnified to its satisfaction against any cost, expense or
        liabilities.

       

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

       

      Upon
        any
        such waiver, such Default shall cease to exist and be deemed to have been
        cured
        and not to have occurred, and any Event of Default arising therefrom shall
        be
        deemed to have been cured and not to have occurred, for every purpose of
        this
        Indenture; but no such

       

      
        
          
          

        

        
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      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 Rate Stabilization Bond by such
        Holder’s acceptance thereof shall be deemed to have agreed, that any court may
        in its discretion require, in any suit for the enforcement of any right or
        remedy under this Indenture, or in any suit against the Indenture Trustee
        for
        any action taken, suffered or omitted by it as Indenture Trustee, the filing
        by
        any party litigant in such suit of an undertaking to pay the costs of such
        suit,
        and that such court may in its discretion assess reasonable costs, including
        reasonable attorneys’ fees, against any party litigant in such suit, having due
        regard to the merits and good faith of the claims or defenses made by such
        party
        litigant; but the provisions of this Section 5.13 shall not apply to (a)
        any suit instituted by the Indenture Trustee, (b) any suit instituted by
        any
        Holder, or group of Holders, in each case holding in the aggregate more than
        ten
        (10) percent of the Outstanding Amount of the Rate Stabilization Bonds of
        a
        Series or (c) any suit instituted by any Holder for the enforcement of the
        payment of (i) interest on any Rate Stabilization Bond on or after the due
        dates
        expressed in such Rate Stabilization Bond and in this Indenture or (ii) the
        unpaid principal, if any, of any Rate Stabilization Bond on or after the
        Final
        Maturity 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 Indenture 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 Rate Stabilization
        Bonds.  The Indenture Trustee’s right to seek and recover judgment
        on the Rate Stabilization Bonds or under this Indenture shall not be affected
        by
        the seeking, obtaining or application of any other relief under or with respect
        to this Indenture.  Neither the Lien of this Indenture nor any rights
        or remedies of the Indenture Trustee or the Holders shall be impaired by
        the
        recovery of any judgment by the Indenture Trustee against the Issuer or by
        the
        levy of any execution under such judgment upon any portion of the Rate
        Stabilization Bond Collateral or any other assets of the Issuer.

       

      ARTICLE
        VI


       

      THE
        INDENTURE TRUSTEE

       

      SECTION
        6.01.    Duties of Indenture Trustee.

       

      (a)           If
        an Event of Default has occurred and is continuing, the Indenture Trustee
        shall
        exercise the rights and powers vested in it by this Indenture and use the
        same
        degree of care and skill in their exercise as a prudent person would exercise
        or
        use under the circumstances in the conduct of such person’s own
        affairs.

       

      
        
          
          

        

        
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      (b)           Except
        during the continuance of an Event of Default:

       

      (i)           the
        Indenture Trustee undertakes to perform such duties and only such duties
        as are
        specifically set forth in this Indenture and no implied covenants or obligations
        shall be read into this Indenture against the Indenture Trustee;
        and

       

      (ii)           in
        the absence of bad faith on its part, the Indenture Trustee may conclusively
        rely, as to the truth of the statements and the correctness of the opinions
        expressed therein, upon certificates or opinions furnished to the Indenture
        Trustee and conforming to the requirements of this Indenture.

       

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

       

      (i)           this
        paragraph (c) does not limit the effect of paragraph (b) of this
Section 6.01;

       

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

       

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

       

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

       

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

       

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

       

      (g)           No
        provision of this Indenture shall require the Indenture Trustee to expend
        or
        risk its own funds or otherwise incur financial liability in the performance
        of
        any of its duties hereunder or in the exercise of any of its rights or powers,
        if it shall have reasonable grounds to believe that repayments of such funds
        or
        indemnity satisfactory to it against such risk or liability is not reasonably
        assured to it.

       

      (h)           Every
        provision of this Indenture relating to the conduct or affecting the liability
        of or affording protection to the Indenture Trustee shall be subject to the
        provisions of this Section 6.01 and to the provisions of the
        TIA.

       

      (i)           In
        the event that the Indenture Trustee is also acting as Paying Agent or Rate
        Stabilization Bond Registrar hereunder, the protections of this Article
        VI shall also be

       

      
        
          
          

        

        
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      afforded
        to the Indenture Trustee in its capacity as Paying Agent or Rate Stabilization
        Bond Registrar.

       

      (j)           Except
        for the express duties of the Indenture Trustee with respect to the
        administrative functions set forth in the Basic Documents, the Indenture
        Trustee
        shall have no obligation to administer, service or collect Rate Stabilization
        Property or to maintain, monitor or otherwise supervise the administration,
        servicing or collection of the Rate Stabilization Property.

       

      (k)           Under
        no circumstance shall the Indenture Trustee be liable for any indebtedness
        of
        the Issuer, the Servicer or the Seller evidenced by or arising under the
        Rate
        Stabilization Bonds or the Basic Documents.

       

      (l)           On
        or before March 15th of each
        fiscal
        year ending December 31, the Indenture Trustee shall (i) deliver to the Issuer
        a
        report (in form and substance reasonably satisfactory to the Issuer and
        addressed to the Issuer and signed by an authorized officer of the Indenture
        Trustee) regarding the Indenture Trustee’s assessment of compliance, during the
        immediately preceding fiscal year ending December 31, with each of the
        applicable servicing criteria specified on Exhibit E hereto as required
        under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation
        AB
        and (ii) deliver to the Issuer a report of an Independent registered public
        accounting firm reasonably acceptable to the Issuer that attests to and reports
        on, in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under
        the
        Securities Act and the Exchange Act, the assessment of compliance made by
        the
        Indenture Trustee and delivered pursuant to clause (i).

       

      SECTION
        6.02.    Rights of Indenture
        Trustee.  b)  The Indenture Trustee may conclusively
        rely and shall be fully protected in relying on any document believed by
        it to
        be genuine and to have been signed or presented by the proper
        person.  The Indenture Trustee need not investigate any fact or matter
        stated in such document.

       

      (b)           Before
        the Indenture Trustee acts or refrains from acting, it may require and shall
        be
        entitled to receive an Officer’s Certificate or an Opinion of Counsel of
        external counsel of the Issuer (at no cost or expense to the Indenture Trustee)
        that such action is required or permitted hereunder.  The Indenture
        Trustee shall not be liable for any action it takes or omits to take in good
        faith in reliance on such Officer’s Certificate or Opinion of
        Counsel.

       

      (c)           The
        Indenture Trustee may execute any of the trusts or powers hereunder or perform
        any duties hereunder either directly or by or through agents or attorneys
        or a
        custodian or nominee, and the Indenture Trustee shall not be responsible
        for any
        misconduct or negligence on the part of, or for the supervision of, any such
        agent, attorney, custodian or nominee appointed with due care by it
        hereunder.

       

      (d)           The
        Indenture Trustee shall not be liable for any action it takes or omits to
        take
        in good faith which it believes to be authorized or within its rights or
        powers;
provided, however, that the Indenture Trustee’s conduct does not
        constitute willful misconduct, negligence or bad faith.

       

      (e)           The
        Indenture Trustee may consult with counsel, and the advice or opinion of
        counsel
        with respect to legal matters relating to this Indenture and the Rate
        Stabilization

       

      
        
          
          

        

        
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      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.

       

      (f)           The
        Indenture Trustee shall be under no obligation to take any action or exercise
        any of the rights or powers vested in it by this Indenture or any other Basic
        Document, or to institute, conduct or defend any litigation hereunder or
        thereunder or in relation hereto or thereto, at the request, order or direction
        of any of the Bondholders pursuant to the provisions of this Indenture and
        the
        related Series Supplement or otherwise, unless it shall have grounds to believe
        in its discretion that security or indemnity against the costs, expenses
        and
        liabilities which may be incurred therein or thereby is to its satisfaction
        assured to it.

       

      SECTION
        6.03.    Individual Rights of Indenture
        Trustee.  The Indenture Trustee in its individual or any other
        capacity may become the owner or pledgee of Rate Stabilization Bonds and
        may
        otherwise deal with the Issuer or its Affiliates with the same rights it
        would
        have if it were not Indenture Trustee.  Any Paying Agent, Rate
        Stabilization Bond Registrar, co-registrar or co-paying agent or agent appointed
        under Section 3.02 may do the same with like rights.  However,
        the Indenture Trustee must comply with Sections 6.11 and
6.12.

       

      SECTION
        6.04.    Indenture Trustee’s Disclaimer.  The
        Indenture Trustee shall not be responsible for and makes no representation
        (other than as set forth in Section 6.13) as to the validity or adequacy
        of this Indenture or the Rate Stabilization Bonds, it shall not be accountable
        for the Issuer’s use of the proceeds from the Rate Stabilization Bonds, and it
        shall not be responsible for any statement of the Issuer in the Indenture
        or in
        any document issued in connection with the sale of the Rate Stabilization
        Bonds
        or in the Rate Stabilization Bonds other than the Indenture Trustee’s
        certificate of authentication.  The Indenture Trustee shall not be
        responsible for the form, character, genuineness, sufficiency, value or validity
        of any of the Rate Stabilization Bond Collateral, or for or in respect of
        the
        Rate Stabilization Bonds (other than the certificate of authentication for
        the
        Rate Stabilization Bonds) or the Basic Documents and the Indenture Trustee
        shall
        in no event assume or incur any liability, duty or obligation to any Holder,
        other than as expressly provided in this Indenture.  The Indenture
        Trustee shall not be liable for the default or misconduct of the Issuer,
        the
        Seller, the Servicer or any other Person under the Basic Documents or otherwise,
        and the Indenture Trustee shall have no obligation or liability to perform
        the
        obligations of such Persons.

       

      SECTION
        6.05.    Notice of Defaults.

       

      (a)           If
        a Default occurs and is continuing with respect to any Series and if it is
        actually known to a Responsible Officer of the Indenture Trustee, the Indenture
        Trustee shall mail to each Rating Agency and each Bondholder of all Series
        notice of the Default within ninety (90) days after actual notice of such
        Default was received by a Responsible Officer of the Indenture
        Trustee.  Except in the case of a Default in payment of principal of
        and premium, if any, or interest on any Rate Stabilization Bond, the Indenture
        Trustee may withhold the notice if and so long as a committee of its Responsible
        Officers in good faith determines that withholding the notice is in the
        interests of Holders.  Except for an Event of Default under
Sections 5.01(i) or (ii) that occur at a time when the Indenture
        Trustee is acting as the Paying Agent, and except as

       

      
        
          
          

        

        
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      provided
        in the first sentence of this Section 6.05, in no event shall the
        Indenture Trustee be deemed to have knowledge of a Default.

       

      (b)           If
        a Default occurs and is continuing with respect to any Series and if it is
        actually known to a Responsible Officer of the Indenture Trustee, the Indenture
        Trustee shall promptly, but no more frequently than monthly, mail to the
        Issuer
        notice of any legal fees or other expenses incurred by the Indenture Trustee
        in
        defending or prosecuting any actual or threatened litigation, including any
        administrative proceeding, in respect of the Rate Stabilization Bonds or
        the
        Rate Stabilization Bond Collateral relating to such Series.

       

      SECTION
        6.06.    Reports by Indenture Trustee to
        Holders.

       

      (a)           So
        long as Rate Stabilization Bonds are Outstanding and the Indenture Trustee
        is
        the Rate Stabilization Bond Registrar and Paying Agent, upon the written
        request
        of any Holder or the Issuer, within the prescribed period of time for tax
        reporting purposes after the end of each calendar year, it shall deliver
        to each
        relevant current or former Holder such information in its possession as may
        be
        required to enable such Holder to prepare its federal income and any applicable
        local or state tax returns.  If the Rate Stabilization Bond Registrar
        and Paying Agent is other than the Indenture Trustee, such Rate Stabilization
        Bond Registrar and Paying Agent, within the prescribed period of time for
        tax
        reporting purposes after the end of each calendar year, shall deliver to
        each
        relevant current or former Holder such information in its possession as may
        be
        required to enable such Holder to prepare its federal income and any applicable
        local or state tax returns.

       

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

       

      (i)           the
        amount of the payment to Holders allocable to principal, if any;

       

      (ii)           the
        amount of the payment to Holders allocable to interest;

       

      (iii)           the
        aggregate Outstanding Amount of such Rate Stabilization Bonds, before and
        after
        giving effect to any payments allocated to principal reported under clause
        (i) above;

       

      (iv)           the
        difference, if any, between the amount specified in clause (iii) above
        and the Outstanding Amount specified in the related Expected Amortization
        Schedule;

       

      (v)           any
        other transfers and payments to be made on such Payment Date or Special Payment
        Date, including amounts paid to the Indenture Trustee and to the Servicer;
        and

       

      
        
          
          

        

        
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      (vi)           the
        amounts on deposit in the applicable Capital Subaccount and the applicable
        Excess Funds Subaccount, after giving effect to the foregoing
        payments.

       

      (c)           The
        Issuer shall send a copy of each of the Certificate of Compliance delivered
        to
        it pursuant to Section 3.03 of the Servicing Agreement and the Annual
        Accountant’s Report delivered to it pursuant to Section 3.04 of the
        Servicing Agreement to the Rating Agencies.  A copy of such
        certificate and report may be obtained by any Holder by a request in writing
        to
        the Indenture Trustee.

       

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

       

      SECTION
        6.07.    Compensation and Indemnity.  The Issuer
        shall pay to the Indenture Trustee from time to time reasonable compensation
        for
        its services.  The Indenture Trustee’s compensation shall not be
        limited by any law on compensation of a trustee of an express
        trust.  The Issuer shall reimburse the Indenture Trustee for all
        reasonable out-of-pocket expenses incurred or made by it, including costs
        of
        collection, in addition to the compensation for its services.  Such
        expenses shall include the reasonable compensation and expenses, disbursements
        and advances of the Indenture Trustee’s agents, counsel, accountants and
        experts.  The Issuer shall indemnify and hold harmless the Indenture
        Trustee and its officers, directors, employees and agents against any and
        all
        cost, damage, loss, liability, tax or expense (including reasonable attorney’s
        fees and expenses) incurred by it in connection with the administration and
        the
        enforcement of this Indenture and the Indenture Trustee’s rights, powers and
        obligations under this Indenture and the related Series Supplement and the
        performance of its duties hereunder and obligations under or pursuant to
        this
        Indenture and the related Series Supplement.  The Indenture Trustee
        shall notify the Issuer as soon as is reasonably practicable of any claim
        for
        which it may seek indemnity.  The Issuer shall defend the claim and
        the Indenture Trustee may have separate counsel and the Issuer shall pay
        the
        reasonable fees and expenses of such counsel.  The Issuer need not
        reimburse any expense or indemnify against any loss, liability or expense
        incurred by the Indenture Trustee through the Indenture Trustee’s own willful
        misconduct, negligence or bad faith.  The rights of the Indenture
        Trustee set forth in this Section 6.07 are subject to and limited by the
        priority of payments set forth in Section 8.02(e).

       

      The
        payment obligations to the Indenture Trustee pursuant to this Section
        6.07 shall survive the discharge of this Indenture and any Series Supplement
        or the earlier resignation or removal of the Indenture Trustee.  When
        the Indenture Trustee incurs expenses after the occurrence of a Default
        specified in Section 5.01(v) or (vi) with respect to the Issuer,
        the expenses are intended to constitute expenses of administration under
        the
        Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency
        or similar law.

       

      SECTION
        6.08.    Replacement of Indenture Trustee and Securities
        Intermediary.

       

      (a)           The
        Indenture Trustee may resign at any time upon thirty (30) days’ prior written
        notice to the Issuer subject to clause (c) below.  The Holders
        of a majority of the

       

      
        
          
          

        

        
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      Outstanding
        Amount of the Rate Stabilization Bonds of all Series may remove the Indenture
        Trustee by so notifying the Indenture Trustee and may appoint a successor
        Indenture Trustee.  The Issuer shall remove the Indenture Trustee
        if:

       

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

       

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

       

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

       

      (iv)           the
        Indenture Trustee otherwise becomes incapable of acting; or

       

      (v)           the
        Indenture Trustee fails to provide to the Issuer any information reasonably
        requested by the Issuer pertaining to the Indenture Trustee and necessary
        for
        the Issuer or the Sponsor to comply with its reporting obligations under
        the
        Exchange Act and Regulation AB and such failure is not resolved to the Issuer’s
        and the Indenture Trustee’s mutual satisfaction within a reasonable period of
        time.

       

      Any
        removal or resignation of the Indenture Trustee shall also constitute a removal
        or resignation of the Securities Intermediary.

       

      (b)           If
        the Indenture Trustee gives notice of resignation or is removed or if a vacancy
        exists in the office of Indenture Trustee for any reason (the Indenture Trustee
        in such event being referred to herein as the retiring Indenture Trustee),
        the
        Issuer shall promptly appoint a successor Indenture Trustee and Securities
        Intermediary.

       

      (c)           A
        successor Indenture Trustee shall deliver a written acceptance of its
        appointment as the Indenture Trustee and as the Securities Intermediary to
        the
        retiring Indenture Trustee and to the Issuer.  Thereupon the
        resignation or removal of the retiring Indenture Trustee shall become effective,
        and the successor Indenture Trustee shall have all the rights, powers and
        duties
        of the Indenture Trustee and Securities Intermediary, as applicable, under
        this
        Indenture.  No resignation or removal of the Indenture Trustee
        pursuant to this Section 6.08 shall become effective until acceptance of
        the appointment by a successor Indenture Trustee having the qualifications
        set
        forth in Section 6.11.  The successor Indenture Trustee shall
        mail a notice of its succession to Holders.  The retiring Indenture
        Trustee shall promptly transfer all property held by it as Indenture Trustee
        (including unless otherwise agreed by the successor Indenture Trustee, all
        TPC
        Deposit Accounts held by the Indenture Trustee) to the successor Indenture
        Trustee.

       

      (d)           If
        a successor Indenture Trustee does not take office within sixty (60) days
        after
        the retiring Indenture Trustee resigns or is removed, the retiring Indenture
        Trustee, the Issuer or the Holders of a majority in Outstanding Amount of
        the
        Rate Stabilization Bonds of all Series may petition any court of competent
        jurisdiction for the appointment of a successor Indenture Trustee.

       

      (e)           If
        the Indenture Trustee fails to comply with Section 6.11, any Holder may
        petition any court of competent jurisdiction for the removal of the Indenture
        Trustee and the appointment of a successor Indenture Trustee.

       

      
        
          
          

        

        
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      (f)           Notwithstanding
        the replacement of the Indenture Trustee pursuant to this Section 6.08,
        the Issuer’s obligations under Section 6.07 shall continue for the
        benefit of the retiring Indenture Trustee.

       

      SECTION
        6.09.    Successor Indenture Trustee by
        Merger.  If the Indenture Trustee consolidates with, merges or
        converts into, or transfers all or substantially all its corporate trust
        business or assets to, another corporation or banking association, the
        resulting, surviving or transferee corporation or banking association without
        any further act shall be the successor Indenture Trustee; provided,
        however, that if such successor Indenture Trustee is not eligible under
Section 6.11, then the successor Indenture Trustee shall be replaced
        in accordance with Section 6.08.  Notice of any such event
        shall be promptly given to each Rating Agency by the successor Indenture
        Trustee
        and any agent in Ireland appointed pursuant to Section 3.02.

       

      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
        Rate
        Stabilization Bonds shall have been authenticated but not delivered, any
        such
        successor to the Indenture Trustee may adopt the certificate of authentication
        of any predecessor trustee, and deliver such Rate Stabilization Bonds so
        authenticated; and in case at that time any of the Rate Stabilization Bonds
        shall not have been authenticated, any successor to the Indenture Trustee
        may
        authenticate such Rate Stabilization Bonds either in the name of any predecessor
        hereunder or in the name of the successor to the Indenture Trustee; and in
        all
        such cases such certificates shall have the full force which it is anywhere
        in
        the Rate Stabilization Bonds or in this Indenture provided that the certificate
        of the Indenture 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 trust
        created
        by this Indenture or the Rate Stabilization Bond Collateral may at the time
        be
        located, the Indenture Trustee shall have the power and may execute and deliver
        all instruments to appoint one or more Persons to act as a co-trustee or
        co-trustees, or separate trustee or separate trustees, of all or any part
        of the
        trust created by this Indenture or the Rate Stabilization Bond Collateral,
        and
        to vest in such Person or Persons, in such capacity and for the benefit of
        the
        Secured Parties, such title to the Rate Stabilization Bond Collateral, or
        any
        part hereof, and, subject to the other provisions of this Section 6.10,
        such powers, duties, obligations, rights and trusts as the Indenture Trustee
        may
        consider necessary or desirable.  No co-trustee or separate trustee
        hereunder shall be required to meet the terms of eligibility as a successor
        trustee under Section 6.11 and no notice to Holders of the
        appointment of any co-trustee or separate trustee shall be required under
        Section 6.08.

       

      (b)           Every
        separate trustee and co-trustee shall, to the extent permitted by law, be
        appointed and act subject to the following provisions and
        conditions:

       

      (i)           all
        rights, powers, duties and obligations conferred or imposed upon the Indenture
        Trustee shall be conferred or imposed upon and exercised or performed by
        the
        Indenture Trustee and such separate trustee or co-trustee jointly (it being
        understood that such separate trustee or co-trustee is not authorized to
        act
        separately without the

       

      
        
          
          

        

        
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      Indenture
        Trustee joining in such act), except to the extent that under any law of
        any
        jurisdiction in which any particular act or acts are to be performed the
        Indenture Trustee shall be incompetent or unqualified to perform such act
        or
        acts, in which event such rights, powers, duties and obligations (including
        the
        holding of title to the Rate Stabilization Bond Collateral or any portion
        thereof in any such jurisdiction) shall be exercised and performed singly
        by
        such separate trustee or co-trustee, but solely at the direction of the
        Indenture Trustee;

       

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

       

      (iii)           the
        Indenture Trustee may at any time accept the resignation of or remove any
        separate trustee or co-trustee.

       

      (c)           Any
        notice, request or other writing given to the Indenture Trustee shall be
        deemed
        to have been given to each of the then separate trustees and co-trustees,
        as
        effectively as if given to each of them.  Every instrument appointing
        any separate trustee or co-trustee shall refer to this Indenture and the
        conditions of this Article VI.  Each separate trustee and
        co-trustee, upon its acceptance of the trusts conferred, shall be vested
        with
        the estates or property specified in its instrument of appointment, either
        jointly with the Indenture Trustee or separately, as may be provided therein,
        subject to all the provisions of this Indenture, specifically including every
        provision of this Indenture relating to the conduct of, affecting the liability
        of, or affording protection to, the Indenture Trustee.  Every such
        instrument shall be filed with the Indenture Trustee.

       

      (d)           Any
        separate trustee or co-trustee may at any time constitute the Indenture Trustee,
        its agent or attorney-in-fact with full power and authority, to the extent
        not
        prohibited by law, to do any lawful act under or in respect of this Indenture
        on
        its behalf and in its name.  If any separate trustee or co-trustee
        shall die, become incapable of acting, resign or be removed, all of its estates,
        properties, rights, remedies and trusts shall vest in and be exercised by
        the
        Indenture Trustee, to the extent permitted by law, without the appointment
        of a
        new or successor trustee.

       

      SECTION
        6.11.    Eligibility; Disqualification.  The
        Indenture Trustee shall at all times satisfy the requirements of TIA
§ 310(a)(1) and § 310(a)(5) and Section 26(a)(1) of the Investment
        Company Act.  The Indenture Trustee shall have a combined capital and
        surplus of at least $50,000,000 as set forth in its most recent published
        annual
        report of condition and it shall have a long term debt rating of “Baa3” or
        better by Moody’s “BBB-” or better by Standard & Poor’s and, if Fitch
        provides a rating thereon, “BBB-” or better by Fitch.  The Indenture
        Trustee shall comply with TIA § 310(b), including the optional provision
        permitted by the second sentence of TIA § 310(b)(9); provided,
however, that there shall be excluded from the operation of TIA
§
310(b)(1) any indenture or indentures under which other securities
        of the Issuer
        are outstanding if the requirements for such exclusion set forth in TIA §
310(b)(1) are met.

       

      SECTION
        6.12.    Preferential Collection of Claims Against
        Issuer.  The Indenture Trustee shall comply with TIA § 311(a),
        excluding any creditor relationship listed in TIA

       

      
        
          
          

        

        
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      §
        311(b).  An Indenture Trustee who has resigned or been removed shall
        be subject to TIA § 311(a) to the extent indicated therein.

       

      SECTION
        6.13.    Representations and Warranties of Indenture
        Trustee.  The Indenture Trustee hereby represents and warrants
        that:

       

      (a)           the
        Indenture Trustee is a banking corporation validly existing and in good standing
        under the laws of the [State of New York]; and

       

      (b)           the
        Indenture Trustee has full power, authority and legal right to execute, deliver
        and perform this Indenture and the Basic Documents to which the Indenture
        Trustee is a party and has taken all necessary action to authorize the
        execution, delivery, and performance by it of this Indenture and such Basic
        Documents.

       

      SECTION
        6.14.    Annual Report by Independent Registered Public
        Accountants.  In the event the firm of Independent registered
        public accountants requires the Indenture Trustee to agree or consent to
        the
        procedures performed by such firm pursuant to Section 3.05 of the
        Servicing Agreement, the Indenture Trustee shall deliver such letter of
        agreement or consent in conclusive reliance upon the direction of the Issuer
        in
        accordance with Section 3.05 of the Servicing Agreement.  In
        the event such firm requires the Indenture Trustee to agree to the procedures
        performed by such firm, the Issuer shall direct the Indenture Trustee in
        writing
        to so agree; it being understood and agreed that the Indenture Trustee will
        deliver such letter of agreement in conclusive reliance upon the direction
        of
        the Issuer, and the Indenture Trustee makes no independent inquiry or
        investigation to, and shall have no obligation or liability in respect of,
        the
        sufficiency, validity or correctness of such procedures.

       

      SECTION
        6.15.    Custody of Rate Stabilization Bond
        Collateral.  The Indenture Trustee shall hold such of the Rate
        Stabilization Bond Collateral (and any other collateral that may be granted
        to
        the Indenture Trustee) as consists of instruments, deposit accounts, negotiable
        documents, money, goods, letters of credit, and advices of credit in the
        [State
        of New York].  The Indenture Trustee shall hold such of the Rate
        Stabilization Bond Collateral as constitute investment property through the
        Securities Intermediary (which, as of the date hereof, is
        _________).  The initial Securities Intermediary, hereby agrees (and
        each future Securities Intermediary shall agree) with the Indenture Trustee
        that
        (a) such investment property shall at all times be credited to a securities
        account of the Indenture Trustee, (b) the Securities Intermediary shall treat
        the Indenture Trustee as entitled to exercise the rights that comprise each
        financial asset credited to such securities account, (c) all property credited
        to such securities account shall be treated as a financial asset, (d) the
        Securities Intermediary shall comply with entitlement orders originated by
        the
        Indenture Trustee without the further consent of any other person or entity,
        (e)
        the Securities Intermediary will not agree with any person other than the
        Indenture Trustee to comply with entitlement orders originated by such other
        person, (f) such securities accounts and the property credited thereto shall
        not
        be subject to any Lien, right of set-off in favor of the Securities Intermediary
        or anyone claiming through it (other than the Indenture Trustee), and (g)
        such
        agreement shall be governed by the internal laws of the State of New
        York.  Terms used in the preceding sentence that are defined in the
        UCC and not otherwise defined herein shall have the meaning set forth in
        the
        UCC.  Except as permitted by this Section

       

      
        
          
          

        

        
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      6.15,
        or elsewhere in this Indenture, the Indenture Trustee shall not hold Rate
        Stabilization Bond Collateral through an agent or a nominee.

       

      ARTICLE
        VII


       

      HOLDERS’
        LISTS AND REPORTS

       

      SECTION
        7.01.    Issuer To Furnish Indenture Trustee Names and
        Addresses of Holders.  The Issuer will furnish or cause to be
        furnished to the Indenture Trustee (a) not more than five (5) days after
        the
        earlier of (i) each Record Date with respect to each Series and (ii) six
        (6)
        months after the last Record Date with respect to each Series, a list, in
        such
        form as the Indenture Trustee may reasonably require, of the names and addresses
        of the Bondholders of such Series as of such Record Date, (b) at such other
        times as the Indenture Trustee may request in writing, within thirty (30)
        days
        after receipt by the Issuer of any such request, a list of similar form and
        content as of a date not more than ten (10) days prior to the time such list
        is
        furnished; provided, however, that so long as the Indenture
        Trustee is the Rate Stabilization Bond Registrar, no such list shall be required
        to be furnished.  

       

      SECTION
        7.02.    Preservation of
        Information;  Communications to Holders.

       

      (a)           The
        Indenture Trustee shall preserve, in as current a form as is reasonably
        practicable, the names and addresses of the Holders contained in the most
        recent
        list furnished to the Indenture Trustee as provided in Section 7.01 and
        the names and addresses of Holders received by the Indenture Trustee in its
        capacity as Rate Stabilization Bond Registrar.  The Indenture Trustee
        may destroy any list furnished to it as provided in such Section 7.01
        upon receipt of a new list so furnished.

       

      (b)           Holders
        may communicate pursuant to TIA § 312(b) with other Holders with respect to
        their rights under this Indenture or under the Rate Stabilization
        Bonds.  In addition, upon the written request of any Holder or group
        of Holders of any Series or of all Outstanding Series of Rate Stabilization
        Bonds evidencing not less than 10 percent of the Outstanding Amount of the
        Rate
        Stabilization Bonds of that Series or all Series, as applicable, the Indenture
        Trustee shall afford the Holder or Holders making such request a copy of
        a
        current list of Holders of that Series or all Outstanding Series, as applicable,
        for purposes of communicating with other Holders with respect to their rights
        hereunder.

       

      (c)           The
        Issuer, the Indenture Trustee and the Rate Stabilization Bond Registrar shall
        have the protection of TIA § 312(c).

       

      SECTION
        7.03.    Reports by Issuer.

       

      (a)           The
        Issuer shall:

       

      (i)           so
        long as the Issuer or the Sponsor is required to file such documents with
        the
        SEC, provide to the Indenture Trustee, within fifteen (15) days after the
        Issuer
        is required to file the same with the SEC, copies of the annual reports and
        of
        the information, documents and other reports (or copies of such portions
        of any
        of the foregoing as the SEC may from time to time by rules and regulations
        prescribe) which

       

      
        
          
          

        

        
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      the
        Issuer or the Sponsor may be required to file with the SEC pursuant to Section
        13 or 15(d) of the Exchange Act;

       

      (ii)           provide
        to the Indenture Trustee, and file with the SEC, in accordance with rules
        and
        regulations prescribed from time to time by the SEC, such additional
        information, documents and reports with respect to compliance by the Issuer
        with
        the conditions and covenants of this Indenture as may be required from time
        to
        time by such rules and regulations; and

       

      (iii)           supply
        to the Indenture Trustee (and the Indenture Trustee shall transmit by mail
        to
        all Holders described in TIA § 313(c)) such summaries of any information,
        documents and reports required to be filed by the Issuer pursuant to clauses
        (i) and (ii) of this Section 7.03(a) as may be required by
        rules and regulations prescribed from time to time by the SEC.

       

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

       

      SECTION
        7.04.    Reports by Indenture Trustee.  If
        required by TIA § 313(a), within sixty (60) days after March 30 of each
        year, commencing with the year after the issuance of the Rate Stabilization
        Bonds of any Series, the Indenture Trustee shall mail to each Bondholder
        of such
        Series as required by TIA § 313(c) a brief report dated as of such date that
        complies with TIA § 313(a). The Indenture Trustee also shall comply with TIA §
313(b); provided, however, that the initial report so issued shall
        be delivered not more than twelve (12) months after the initial issuance
        of each
        Series.

       

      


       

      ARTICLE
        VIII


       

      ACCOUNTS,
        DISBURSEMENTS AND RELEASES

       

      SECTION
        8.01.    Collection of Money.  Except as
        otherwise expressly provided herein, the Indenture Trustee may demand payment
        or
        delivery of, and shall receive and collect, directly and without intervention
        or
        assistance of any fiscal agent or other intermediary, all money and other
        property payable to or receivable by the Indenture Trustee pursuant to this
        Indenture and the other Basic Documents.  The Indenture Trustee shall
        apply all such money received by it as provided in this
        Indenture.  Except as otherwise expressly provided in this Indenture,
        if any default occurs in the making of any payment or performance under any
        agreement or instrument that is part of the Rate Stabilization Bond Collateral,
        the Indenture Trustee may take such action as may be appropriate to enforce
        such
        payment or performance, subject to Article VI, including the institution
        and prosecution of appropriate Proceedings.  Any such action shall be
        without prejudice to any right to claim a Default or Event of Default under
        this
        Indenture and any right to proceed thereafter as provided in Article
        V.

       

      SECTION
        8.02.    Collection Accounts and TPC Deposit
        Accounts.

       

      
        
          
          

        

        
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      (a)           Prior
        to the Series Issuance Date for each Series of Rate Stabilization Bonds issued
        hereunder, the Issuer shall open or cause to be opened, at the Indenture
        Trustee’s office located at the Corporate Trust Office, or at another Eligible
        Institution, one or more segregated trust accounts in the Indenture Trustee’s
        name for the deposit of Estimated QRSC Collections, QRSC Collections and
        all
        other amounts received with respect to the Series Rate Stabilization Bond
        Collateral related to such Series (each, a “Collection
        Account”).  Each Collection Account will consist of three
        subaccounts: a general subaccount (the “General Subaccount”), an excess
        funds subaccount (the “Excess Funds Subaccount”) and a capital subaccount
        (the “Capital Subaccount” and, together with the General Subaccount and
        the Excess Funds Subaccount, the “Subaccounts”).  For
        administrative purposes, the Subaccounts for any Series may be established
        by
        the Indenture Trustee as separate accounts.  Such separate accounts
        will be recognized individually as a Subaccount and collectively as the
“Collection Account” for such Series.   Prior to or concurrently
        with the issuance of any Series of Rate Stabilization Bonds, the Member shall
        deposit into the applicable Capital Subaccount an amount equal to the Required
        Capital Level for such Series.  All amounts in the applicable
        Collection Account not allocated to any other subaccount shall be allocated
        to
        the applicable General Subaccount.  Prior to the Initial Payment Date
        for any Series, all amounts in the applicable Collection Account (other than
        funds deposited into the applicable Capital Subaccount, up to the Required
        Capital Level for any Series of Rate Stabilization Bonds) shall be allocated
        to
        the applicable General Subaccount.  All references to the Collection
        Account shall mean and be references to the applicable Collection Account
        for
        any Series and shall be deemed to include reference to all subaccounts contained
        therein.  Withdrawals from and deposits to each of the foregoing
        subaccounts of the applicable Collection Account shall be made as set forth
        in
Section 8.02(d) and (e).  Each Collection Account shall
        at all times be maintained in an Eligible Account, will be under the sole
        dominion and exclusive control of the Indenture Trustee, and only the Indenture
        Trustee shall have access to each such Collection Account for the purpose
        of
        making deposits in and withdrawals from each such 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 each Collection Account, all deposits therein pursuant to this Indenture,
        and
        all investments made in Eligible Investments as directed in writing by the
        Issuer with such moneys, including all income or other gain from such
        investments, shall be held by the Indenture Trustee in the applicable Collection
        Account as part of the Series Rate Stabilization Bond Collateral as herein
        provided.  The Indenture Trustee shall have no liability in respect of
        losses incurred as a result of the liquidation of any Eligible Investment
        prior
        to its stated maturity or its date of redemption or the failure of the Issuer
        or
        the Servicer to provide timely written investment direction.

       

      (b)           The
        Securities Intermediary hereby confirms that (i) each Collection Account
        is, or
        at inception will be established as, a “securities account” as such term is
        defined in Section 8-501(a) of the UCC, (ii) it is a “securities intermediary”
(as such term is defined in Section 8-102(a) (14) of the UCC) and is acting
        in
        such capacity with respect to such accounts, and (iii) the Indenture Trustee
        for
        the benefit of the Secured Parties is the sole “entitlement holder” (as such
        term is defined in Section 8-102(a)(7) of the UCC) with respect to such accounts
        and no other Person shall have the right to give “entitlement orders” (as such
        term is defined in Section 8-102(a)(8)) with respect to such
        accounts.  The Securities Intermediary hereby further agrees that each
        item of property (whether investment property, financial asset, security,
        instrument or cash) received by it will be credited to the applicable Collection
        Account

       

      
        
          
          

        

        
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      and
        shall
        be treated by it as a “financial asset” within the meaning of Section
        8-102(a)(9) of the UCC.  Notwithstanding anything to the contrary, the
        State of New York shall be deemed to be the location and jurisdiction of
        the
        Securities Intermediary for purposes of Section 8-110 of the UCC, and each
        Collection Account (as well as the securities entitlements related thereto)
        shall be governed by the laws of the State of New York.

       

      (c)           The
        Indenture Trustee shall have sole dominion and exclusive control over all
        moneys
        in each Collection Account and shall apply such amounts therein as provided
        in
        this Section 8.02.  The Indenture Trustee shall also pay
        from each applicable Collection Account any amounts requested to be paid
        by or
        to the Servicer pursuant to Section 6.10(d) of the Servicing
        Agreement.

       

      (d)           Estimated
        QRSC Collections shall be deposited in the applicable General Subaccount
        as
        provided in Section 6.10 of the Servicing Agreement.  All
        deposits to and withdrawals from each applicable Collection Account, all
        allocations to the subaccounts of each such Collection Account and any amounts
        to be paid to the Servicer under Section 8.02(c) shall be made by the
        Indenture Trustee in accordance with the written instructions provided by
        the
        Servicer in the Monthly Servicer’s Certificate, the Servicer’s Certificate or
        upon other written notice provided by the Servicer pursuant to Section
        6.10(a) of the Servicing Agreement, as applicable.

       

      (e)           On
        each Payment Date for any Series of Rate Stabilization Bonds, the Indenture
        Trustee shall apply all amounts on deposit in each applicable Collection
        Account, including all net earnings thereon, to pay the following amounts,
        in
        accordance with the Servicer’s Certificate, in the following
        priority:

       

      (i)           all
        amounts owed by the Issuer to the Indenture Trustee (including legal fees
        and
        expenses) shall be paid to the Indenture Trustee (subject to Section
        6.07) in an amount not to exceed annually the amount set forth in the
        related Series Supplement, such amounts to be withdrawn from each Collection
        Account pro rata based on the respective Outstanding Amounts of such
        Series;

       

      (ii)           the
        Servicing Fee with respect to the related Series for such Payment Date and
        all
        unpaid Servicing Fees with respect to such Series for prior Payment Dates
        shall
        be paid to the Servicer;

       

      (iii)           the
        Administration Fee with respect to the related Series for such Payment Date
        and
        all unpaid Administration Fees with respect to such Series for prior Payment
        Dates shall be paid to the Administrator;

       

      (iv)           all
        other Operating Expenses for such Payment Date not described above shall
        be paid
        to the parties to which such Operating Expenses are owed, pro rata, in an
        amount
        not to exceed annually the amount set forth in the related Series Supplement,
        such amounts to be withdrawn from each Collection Account pro rata based
        on the
        respective Outstanding Amounts of such Series;

       

      (v)           Periodic
        Interest for such Payment Date, including any overdue Periodic Interest
        (together with, to the extent lawful, interest on such overdue Periodic Interest
        at

       

      
        
          
          

        

        
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      the
        applicable Rate Stabilization Bond Interest Rate), with respect to the related
        Series of Rate Stabilization Bonds shall be paid to the Holders of such Series
        of Rate Stabilization Bonds;

       

      (vi)           principal
        due and payable on the Rate Stabilization Bonds of the related Series as
        a
        result of an Event of Default or on the Final Maturity Date of the Rate
        Stabilization Bonds of such Series shall be paid to the Holders of such Series
        of Rate Stabilization Bonds;

       

      (vii)           Periodic
        Principal for such Payment Date, including any overdue Periodic Principal,
        with
        respect to the related Series of Rate Stabilization Bonds shall be paid to
        the
        Holders of such Series of Rate Stabilization Bonds;

       

      (viii)          any
        other unpaid Operating Expenses and any remaining amounts owed pursuant to
        the
        Basic Documents, including indemnity amounts owed to the Indenture Trustee,
        but
        excluding the Servicing Fee and the Administration Fee to the extent they
        exceed
        the amounts approved in the Series Supplement with respect to such Series,
        such
        amounts to be withdrawn from each Collection Account pro rata based on the
        respective Outstanding Amounts of such Series;

       

      (ix)           the
        amount, if any, by which the Required Capital Level with respect to the
        applicable Series of Rate Stabilization Bonds exceeds the amount in the
        applicable Capital Subaccount as of such Payment Date shall be allocated
        to the
        applicable Capital Subaccount;

       

      (x)           the
        balance, if any, shall be allocated to the applicable Excess Funds Subaccount
        for distribution on subsequent Payment Dates; and

       

      (xi)   following
        repayment in full of all amounts payable hereunder of principal of and premium,
        if any, and interest on all Outstanding Series of Rate Stabilization Bonds,
        and
        all of the other foregoing amounts, including, without limitation, amounts
        due
        and payable to the Indenture Trustee under Section 6.07 or otherwise,
subclause (e)(x) shall cease to apply, and the balance (including all
        amounts then held in the applicable Subaccounts), if any, shall be paid to
        the
        Issuer, free from the Lien of this Indenture and the related Series
        Supplement.

       

      All
        payments to the Holders of a Series pursuant to clauses(v),
(vi) and (vii) above shall be made to such Holders pro
        rata based
        on the respective amounts of interest and/or principal owed, unless, in the
        case
        of a Series comprised of two or more Tranches, the Series Supplement for
        such
        Series provides otherwise.  Payments in respect of principal of and
        premium, if any, and interest on any Tranche of Rate Stabilization Bonds
        will be
        made on a pro rata basis among all the Holders of such Tranche.

       

      The
        amounts paid during any calendar year pursuant to clauses (i) and
(iv) may not exceed the amounts approved in the Series Supplement
        with
        respect to any Series.    The amounts paid during any
        calendar year pursuant to clauses (ii) and (iii) may not exceed
        the amounts approved in the Series Supplement with respect to any Series,
        provided that BGE may seek approval from the PSC to recover from
        Customers, in accordance with the Financing Credit Order,
        incremental

       

      
        
          
          

        

        
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      costs
        in
        excess of the amounts approved in the Series Supplement with respect to any
        Series, and furtherprovided that such incremental costs shall
        neither be considered an Operating Expense nor be paid out of the Collection
        Account or included in the calculation of True-Up Adjustments.

       

      (f)           If
        on any Payment Date of any Series funds on deposit in the applicable General
        Subaccount are insufficient to make the payments contemplated by clauses
        (i) through (viii) of Section 8.02(e) above, the Indenture
        Trustee shall (i) first, draw from amounts on deposit in the applicable
        Excess Funds Subaccount and (ii) second, draw from amounts on deposit in
        the applicable Capital Subaccount, in each case, up to the amount of such
        shortfall in order to make the payments contemplated by clauses (i)
        through (viii) of Section 8.02(e).  In addition, if on
        any Payment Date of any Series funds on deposit in the applicable General
        Subaccount are insufficient to make the allocations contemplated by clause
        (ix) above, the Indenture Trustee shall draw from amounts on deposit in the
        applicable Excess Funds Subaccount to make such allocations.

       

      (g)           The
        Indenture Trustee, shall, as directed by the Servicer under Section
        3.05(e) of the Servicing Agreement, maintain one or more segregated accounts
        in the Indenture Trustee’s name (the “TPC Deposit Accounts”) at its
        office located at the Corporate Trust Office, or at another Eligible
        Institution, for Third-Party Collector deposits provided pursuant to any
        Qualified Rate Order or Tariff, each such account for the benefit of the
        Indenture Trustee.  Pursuant to and in accordance with the Applicable
        Qualified Rate Order, amounts received from any Third-Party Collector as
        a
        security deposit shall be deposited into the applicable TPC Deposit
        Account.  To the extent permitted by each Applicable Qualified Rate
        Order, Tariff and PSC Regulations, the TPC Deposit Accounts shall at all
        times
        be maintained in Eligible Accounts, shall be subject to a perfected first
        priority security interest in favor of the Indenture Trustee for the benefit
        of
        the Secured Parties, and shall be under the sole dominion and exclusive control
        of the Indenture Trustee.  Funds in the TPC Deposit Accounts shall not
        be commingled with any other moneys.  All or a portion of the funds in
        the TPC Deposit Accounts shall be invested in Eligible Investments and
        reinvested by the Indenture Trustee in Eligible Investments pursuant to the
        written direction of the Servicer (or, absent such direction, in accordance
        with
Section 8.03(c)); provided, however, that (i) such Eligible
        Investments shall not mature or be redeemed later than the Business Day prior
        to
        the next Payment Date or Special Payment Date, if applicable, for the related
        Series of Rate Stabilization Bonds and (ii) such Eligible Investments shall
        not
        be sold, liquidated or otherwise disposed of at a loss prior to the maturity
        or
        the date of redemption thereof.  All moneys deposited from time to
        time in the TPC Deposit Accounts and all investments made in Eligible
        Investments with such moneys, including all income or other gain from such
        investments, shall be held by the Indenture Trustee in a TPC Deposit Account
        as
        part of the Rate Stabilization Bond Collateral as herein provided and shall
        only
        be allocated and released upon the direction of the Servicer in accordance
        with
Section 3.05(d) of the Servicing Agreement as required or permitted by
        this Indenture, each Applicable Qualified Rate Order, each applicable Tariff,
        or
        other applicable PSC Regulations.  Any loss resulting from investment
        made in Eligible Investments with moneys in a TPC Deposit Account shall be
        charged to such TPC Deposit Account.  The Indenture Trustee shall
        release property from a TPC Deposit Account only as and to the extent directed
        by the Servicer pursuant to the Applicable Qualified Rate Order and the
        Servicing Agreement and as required or permitted by this
        Indenture.   The Indenture Trustee shall have no liability in
        respect of losses incurred as a result of the liquidation

       

      
        
          
          

        

        
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      of
        any
        Eligible Investment prior to its stated maturity or its date of redemption
        or
        the failure of the Issuer or the Servicer to provide timely written investment
        direction.

       

      SECTION
        8.03.    General Provisions Regarding the Collection
        Accounts.

       

      (a)           So
        long as no Default or Event of Default shall have occurred and be continuing,
        all or a portion of the funds in each Collection Account shall be invested
        in
        Eligible Investments and reinvested by the Indenture Trustee upon Issuer
        Order;
provided, however, that (i) such Eligible Investments shall not
        mature or be redeemed later than the Business Day prior to the next Payment
        Date
        or Special Payment Date, if applicable, for the related Series of Rate
        Stabilization Bonds and (ii) such Eligible Investments shall not be sold,
        liquidated or otherwise disposed of at a loss prior to the maturity or the
        date
        of redemption thereof.  All income or other gain from investments of
        moneys deposited in any Collection Account shall be deposited by the Indenture
        Trustee in such Collection Account, and any loss resulting from such investments
        shall be charged to such Collection Account.  The Issuer will not
        direct the Indenture Trustee to make any investment of any funds or to sell
        any
        investment held in any Collection Account unless the security interest Granted
        and perfected in such account will continue to be perfected in such investment
        or the proceeds of such sale, in either case without any further action by
        any
        Person, and, in connection with any direction to the Indenture Trustee to
        make
        any such investment or sale, if requested by the Indenture Trustee, the Issuer
        shall deliver to the Indenture Trustee an Opinion of Counsel of external
        counsel
        of the Issuer (at the Issuer’s cost and expense) to such effect.  In
        no event shall the Indenture Trustee be liable for the selection of Eligible
        Investments or for investment losses incurred thereon.  The Indenture
        Trustee shall have no liability in respect of losses incurred as a result
        of the
        liquidation of any Eligible Investment prior to its stated maturity or its
        date
        of redemption or the failure of the Issuer or the Servicer to provide timely
        written investment direction.  The Indenture Trustee shall have no
        obligation to invest or reinvest any amounts held hereunder in the absence
        of
        written investment direction pursuant to an Issuer Order.

       

      (b)           Subject
        to Section 6.01(c), the Indenture Trustee shall not in any way be held
        liable by reason of any insufficiency in any Collection Account resulting
        from
        any loss on any Eligible Investment included therein except for losses
        attributable to the Indenture Trustee’s failure to make payments on such
        Eligible Investments issued by the Indenture Trustee, in its commercial capacity
        as principal obligor and not as trustee, in accordance with their
        terms.

       

      (c)           If
        (i) the Issuer shall have failed to give written investment directions for
        any
        funds on deposit in any Collection Account to the Indenture Trustee by 11:00
        a.m. Eastern Time (or such other time as may be agreed by the Issuer and
        Indenture Trustee) on any Business Day; or (ii) a Default or Event of Default
        shall have occurred and be continuing with respect to the Rate Stabilization
        Bonds of any Series but the Rate Stabilization Bonds of such Series shall
        not
        have been declared due and payable pursuant to Section 5.02, then the
        Indenture Trustee shall, to the fullest extent practicable, invest and reinvest
        funds in such Collection Account in one or more money market funds described
        under clause (d) of the definition of “Eligible Investments” pursuant to
        the most recent written investment directions delivered by the Issuer to
        the
        Indenture Trustee with respect to such type of Eligible Investments;
provided that if the Issuer has never delivered written investment
        directions to the Indenture Trustee, the Indenture Trustee shall not invest
        or
        reinvest such funds in any investments.

       

      
        
          
          

        

        
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      (d)           The
        parties hereto acknowledge that the Servicer may, pursuant to the Servicing
        Agreement, select Eligible Investments on behalf of the Issuer.

       

      SECTION
        8.04.    Release of Rate Stabilization Bond
        Collateral.

       

      (a)           So
        long as the Issuer is not in default hereunder and no Default hereunder would
        occur as a result of such action, the Issuer, through the Servicer, may collect,
        sell or otherwise dispose of written-off receivables, at any time and from
        time
        to time in the ordinary course of business, without any notice to, or release
        or
        consent by, the Indenture Trustee, but only as and to the extent permitted
        by
        the Basic Documents; provided, however, that any and all proceeds
        of such dispositions shall become Rate Stabilization Bond Collateral and
        be
        deposited to the applicable General Subaccount immediately upon receipt thereof
        by the Issuer or any other Person, including the Servicer.  Without
        limiting the foregoing, the Servicer, may, at any time and from time to time
        without any notice to, or release or consent by, the Indenture Trustee, sell
        or
        otherwise dispose of any Rate Stabilization Bond Collateral which is part
        of a
        Bill previously written-off as a defaulted or uncollectible account in
        accordance with the terms of the Servicing Agreement and the requirements
        of the
        proviso in the immediately preceding sentence.

       

      (b)           The
        Indenture Trustee may, and when required by the provisions of this Indenture
        shall, execute instruments to release property from the Lien of this Indenture,
        or convey the Indenture Trustee’s interest in the same, in a manner and under
        circumstances that are not inconsistent with the provisions of this
        Indenture.  No party relying upon an instrument executed by the
        Indenture Trustee as provided in this Article VIII shall be bound to
        ascertain the Indenture Trustee’s authority, inquire into the satisfaction of
        any conditions precedent or see to the application of any moneys.  The
        Indenture Trustee shall release property from the Lien of this Indenture
        pursuant to this Section 8.04(b) only upon receipt of an Issuer Request
        accompanied by an Officer’s Certificate, an Opinion of Counsel of external
        counsel of the Issuer (at the Issuer’s cost and expense) and (if required by the
        TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1)
        meeting the applicable requirements of Section 10.01.

       

      (c)           The
        Indenture Trustee shall, at such time as there are no Rate Stabilization
        Bonds
        of a Series Outstanding and all sums payable to the Indenture Trustee pursuant
        to Section 6.07 or otherwise have been paid, release any remaining
        portion of the Series Rate Stabilization Bond Collateral that secured such
        Rate
        Stabilization Bonds from the Lien of this Indenture, release to the Issuer
        or
        any other Person entitled thereto any funds or investments then on deposit
        in or
        credit to the applicable Collection Account and, subject to the instructions
        of
        the Servicer, shall release the TPC Deposit Accounts in accordance with
Section 8.02.

       

      SECTION
        8.05.    Opinion of Counsel.  The Indenture
        Trustee shall receive at least seven (7) days’ notice when requested by the
        Issuer to take any action pursuant to Section 8.04, accompanied by
        copies of any instruments involved, and the Indenture Trustee shall also
        require, as a condition to such action, an Opinion of Counsel of external
        counsel of the Issuer, in form and substance satisfactory to the Indenture
        Trustee, stating the legal effect of any such action, outlining the steps
        required to complete the same, and concluding that all conditions precedent
        to
        the taking of such action have been complied with and such action will not
        materially and adversely impair the security for the Rate Stabilization Bonds
        or
        the rights of the Holders in

       

      
        
          
          

        

        
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      contravention
        of the provisions of this Indenture and the related Series Supplement;
provided, however, that such Opinion of Counsel shall not be
        required to express an opinion as to the fair value of the Rate Stabilization
        Bond Collateral.  Counsel rendering any such opinion may rely, without
        independent investigation, on the accuracy and validity of any certificate
        or
        other instrument delivered to the Indenture Trustee in connection with any
        such
        action.

       

      SECTION
        8.06.    Reports by Independent Registered Public
        Accountants.  As of the Closing Date, the Issuer shall appoint a
        firm of Independent registered public accountants of recognized national
        reputation for purposes of preparing and delivering the reports or certificates
        of such accountants required by this Indenture and the related Series
        Supplements.  In the event such firm requires the Indenture Trustee to
        agree to the procedures performed by such firm, the Issuer shall direct the
        Indenture Trustee in writing to so agree; it being understood and agreed
        that
        the Indenture Trustee will deliver such letter of agreement in conclusive
        reliance upon the direction of the Issuer, and the Indenture Trustee makes
        no
        independent inquiry or investigation to, and shall have no obligation or
        liability in respect of, the sufficiency, validity or correctness of such
        procedures.  Upon any resignation by, or termination by the Issuer of,
        such firm the Issuer shall provide written notice thereof to the Indenture
        Trustee and shall promptly appoint a successor thereto that shall also be
        a firm
        of Independent registered public accountants of recognized national
        reputation.  If the Issuer shall fail to appoint a successor to a firm
        of Independent registered public accountants that has resigned or been
        terminated within fifteen (15) days after such resignation or termination,
        the
        Indenture Trustee shall promptly notify the Issuer of such failure in
        writing.  If the Issuer shall not have appointed a successor within
        ten (10) days thereafter the Indenture Trustee shall promptly appoint a
        successor firm of Independent registered public accountants of recognized
        national reputation; provided that the Indenture Trustee shall have no
        liability with respect to such appointment.  The fees of such
        Independent registered public accountants and its successor shall be payable
        by
        the Issuer.

       

      ARTICLE
        IX


       

      Supplemental
        Indentures

       

      SECTION
        9.01.    Supplemental Indentures Without Consent of
        Holders.

       

      (a)           Without
        the consent of the Holders of any Rate Stabilization Bonds but with prior
        notice
        to the Rating Agencies, the Issuer and the Indenture 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 TIA
        as in force at the date of the execution thereof), in form satisfactory to
        the
        Indenture Trustee, for any of the following purposes:

       

      (i)           to
        correct or amplify the description of any property, including, without
        limitation, the Rate Stabilization Bond Collateral, at any time subject to
        the
        Lien of this Indenture, or better to assure, convey and confirm unto the
        Indenture Trustee any property subject or required to be subjected to the
        Lien
        of this Indenture and the related Series Supplement, or to subject to the
        Lien
        of this Indenture and the related Series Supplement additional
        property;

       

      
        
          
          

        

        
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      (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 Rate Stabilization Bonds;

       

      (iii)           to
        add to the covenants of the Issuer, for the benefit of the Secured Parties,
        or
        to surrender any right or power herein conferred upon the Issuer;

       

      (iv)           to
        convey, transfer, assign, mortgage or pledge any property to or with the
        Indenture Trustee;

       

      (v)           to
        cure any ambiguity, to correct or supplement any provision herein or in any
        supplemental indenture, including any Series Supplement, which may be
        inconsistent with any other provision herein or in any supplemental indenture,
        including any Series Supplement, or to make any other provisions with respect
        to
        matters or questions arising under this Indenture or in any supplemental
        indenture; provided that (i) such action shall not, as evidenced by an
        Opinion of Counsel of external counsel of the Issuer, adversely affect in
        any
        material respect the interests of the Holders of the Rate Stabilization Bonds
        and (ii) the Rating Agency Condition shall have been satisfied with respect
        thereto;

       

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

       

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

       

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

       

      (ix)           to
        qualify the Rate Stabilization Bonds for registration with a Clearing Agency;
        or

       

      (x)           to
        satisfy any Rating Agency requirements.

       

      The
        Indenture Trustee is hereby authorized to join in the execution of any such
        supplemental indenture and to make any further appropriate agreements and
        stipulations that may be therein contained.

       

      (b)           The
        Issuer and the Indenture Trustee, when authorized by an Issuer Order, may,
        also
        without the consent of any of the Holders of the Rate Stabilization
        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 Rate Stabilization Bonds under this
        Indenture; provided, however, that (i) such action shall not, as
        evidenced by an Opinion of Counsel of

       

      
        
          
          

        

        
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      nationally
        recognized counsel of the Issuer experienced in structured finance transactions,
        adversely affect in any material respect the interests of the Holders and
        (ii)
        the Rating Agency Condition shall have been satisfied with respect
        thereto.

       

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

       

      (i)           change
        the date of payment of any installment of principal of or premium, if any,
        or
        interest on any Rate Stabilization Bond of such Series or Tranche, or reduce
        the
        principal amount thereof, the interest rate thereon or 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 Rate Stabilization Bond Collateral to payment
        of principal of or premium, if any, or interest on the Rate Stabilization
        Bonds,
        or change any place of payment where, or the coin or currency in which, any
        Rate
        Stabilization Bond or the interest thereon is payable, or impair the right
        to
        institute suit for the enforcement of the provisions of this Indenture requiring
        the application of funds available therefor, as provided in Article V, to
        the payment of any such amount due on the Rate Stabilization Bonds on or
        after
        the respective due dates thereof;

       

      (ii)           reduce
        the percentage of the Outstanding Amount of the Rate Stabilization Bonds
        or of a
        Series or Tranche 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;

       

      (iii)           reduce
        the percentage of the Outstanding Amount of the Rate Stabilization Bonds
        required to direct the Indenture Trustee to direct the Issuer to sell or
        liquidate the Rate Stabilization Bond Collateral pursuant to Section
        5.04;

       

      (iv)           modify
        any provision of this Section 9.02 except to increase any percentage
        specified herein or to provide that those provisions of this Indenture or
        the
        other Basic Documents referenced in this Section 9.02 cannot be modified
        or waived without the consent of the Holder of each Outstanding Rate
        Stabilization Bond affected thereby;

       

      (v)           modify
        any of the provisions of this Indenture in such manner as to affect the
        calculation of the amount of any payment of interest, principal or premium,
        if
        any, due on any Rate Stabilization Bond on any Payment Date (including the
        calculation of

       

      
        
          
          

        

        
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      any
        of
        the individual components of such calculation) or change the Expected
        Amortization Schedules or Final Maturity Dates of any Tranche or Series of
        Rate
        Stabilization Bonds;

       

      (vi)           decrease
        the Required Capital Level with respect to any Series;

       

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

       

      (viii)          cause
        any material adverse federal income tax consequence to the Seller, the Issuer,
        the Managers, the Indenture Trustee or the then existing Holders.

       

      It
        shall
        not be necessary for any Act of Holders under this Section 9.02 to
        approve the particular form of any proposed supplemental indenture, but it
        shall
        be sufficient if such Act shall approve the substance thereof.

       

      Promptly
        after the execution by the Issuer and the Indenture Trustee of any supplemental
        indenture pursuant to this Section 9.02, the Issuer shall mail to the
        Rating Agencies and the Holders of the Rate Stabilization Bonds to which
        such
        supplemental indenture relates a notice setting forth in general terms the
        substance of such supplemental indenture.  Any failure of the Issuer
        to mail such notice, or any defect therein, shall not, however, in any way
        impair or affect the validity of any such supplemental indenture.

       

      SECTION
        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
        Indenture Trustee shall be entitled to receive, and subject to Sections
        6.01 and 6.02, shall be fully protected in relying upon, an Opinion
        of Counsel stating that the execution of such supplemental indenture is
        authorized or permitted by this Indenture.  The Indenture Trustee may,
        but shall not be obligated to, enter into any such supplemental indenture
        that
        affects the Indenture Trustee’s own rights, duties, liabilities or immunities
        under this Indenture or otherwise.

       

      SECTION
        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 Tranche of Rate Stabilization Bonds
        affected thereby, and the respective rights, limitations of rights, obligations,
        duties, liabilities and immunities under this Indenture of the Indenture
        Trustee, the Issuer and the Holders shall thereafter be determined, exercised
        and enforced hereunder subject in all respects to such modifications and
        amendments, and all the terms and conditions of any such supplemental indenture
        shall be and be deemed to be part of the terms and conditions of this Indenture
        for any and all purposes.

       

      SECTION
        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

       

      
        
          
          

        

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

       

      ARTICLE
        X


       

      Miscellaneous

       

      SECTION
        10.01.    Compliance Certificates and Opinions,
        etc.

       

      (a)           Upon
        any application or request by the Issuer to the Indenture Trustee to take
        any
        action under any provision of this Indenture, the Issuer shall furnish to
        the
        Indenture Trustee (i) an Officer’s Certificate stating that all conditions
        precedent, if any, provided for in this Indenture relating to the proposed
        action have been complied with, (ii) an Opinion 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 registered public accountants meeting the applicable requirements
        of
        this Section 10.01, except that, in the case of any such application or
        request as to which the furnishing of such documents is specifically required
        by
        any provision of this Indenture, no additional certificate or opinion need
        be
        furnished.

       

      Every
        certificate or opinion with respect to compliance with a condition or covenant
        provided for in this Indenture shall include:

       

      (i)           a
        statement that each signatory of such certificate or opinion has read or
        has
        caused to be read such covenant or condition and the definitions herein relating
        thereto;

       

      (ii)           a
        brief statement as to the nature and scope of the examination or investigation
        upon which the statements or opinions contained in such certificate or opinion
        are based;

       

      (iii)           a
        statement that, in the opinion of each such signatory, such signatory has
        made
        such examination or investigation as is necessary to enable such signatory
        to
        express an informed opinion as to whether or not such covenant or condition
        has
        been complied with; and

       

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

       

      
        
          
          

        

        
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      (b)           i)Prior
        to the deposit of any Rate Stabilization Bond Collateral or other property
        or
        securities with the Indenture Trustee that is to be made the basis for the
        release of any property or securities subject to the Lien of this Indenture,
        the
        Issuer shall, in addition to any obligation imposed in Section 10.01(a)
        or elsewhere in this Indenture, furnish to the Indenture Trustee an Officer’s
        Certificate certifying or stating the opinion of each person signing such
        certificate as to the fair value (within ninety (90) days of such deposit)
        to
        the Issuer of the Rate Stabilization Bond Collateral or other property or
        securities to be so deposited.

       

      (ii)           Whenever
        the Issuer is required to furnish to the Indenture Trustee an Officer’s
        Certificate certifying or stating the opinion of any signer thereof as to
        the
        matters described in clause (i) above, the Issuer shall also deliver to
        the Indenture Trustee an Independent Certificate as to the same matters,
        if the
        fair value to the Issuer of the securities to be so deposited and of all
        other
        such securities made the basis of any such withdrawal or release since the
        commencement of the then-current fiscal year of the Issuer, as set forth
        in the
        certificates delivered pursuant to clause (i) above and this clause
        (ii), is ten percent or more of the Outstanding Amount of the Rate
        Stabilization Bonds of all Series, but such a certificate need not be furnished
        with respect to any securities so deposited, if the fair value thereof to
        the
        Issuer as set forth in the related Officer’s Certificate is less than the lesser
        of (A) $25,000 or (B) one percent of the Outstanding Amount of the Rate
        Stabilization Bonds of all Series.

       

      (iii)           Whenever
        any property or securities are to be released from the Lien of this Indenture
        other than pursuant to Section 8.02(e), the Issuer shall also furnish to
        the Indenture Trustee an Officer’s Certificate certifying or stating the opinion
        of each person signing such certificate as to the fair value (within ninety
        (90)
        days of such release) of the property or securities proposed to be released
        and
        stating that in the opinion of such person the proposed release will not
        impair
        the security under this Indenture in contravention of the provisions
        hereof.

       

      (iv)           Whenever
        the Issuer is required to furnish to the Indenture Trustee an Officer’s
        Certificate certifying or stating the opinion of any signatory thereof as
        to the
        matters described in clause (iii) above, the Issuer shall also furnish to
        the Indenture Trustee an Independent Certificate as to the same matters if
        the
        fair value of the property or securities and of all other property with respect
        to such Series, or securities released from the Lien of this Indenture (other
        than pursuant to Section 8.02(e)) since the commencement of the
        then-current calendar year, as set forth in the certificates required by
        clause (iii) above and this clause (iv), equals 10 percent or more
        of the Outstanding Amount of the Rate Stabilization Bonds of all Series,
        but
        such certificate need not be furnished in the case of any release of property
        or
        securities if the fair value thereof as set forth in the related Officer’s
        Certificate is less than the lesser of (A) $25,000 or (B) one percent of
        the
        then Outstanding Amount of the Rate Stabilization Bonds of all
        Series.

       

      (v)           Notwithstanding
        Section 2.16 or any other provision of this Section 10.01, the
        Indenture Trustee may (A) collect, liquidate, sell or otherwise dispose of
        the
        Rate Stabilization Property and the other Rate Stabilization Bond Collateral
        as
        and to the extent permitted or required by the Basic Documents and (B) make
        cash
        payments out of

       

      
        
          
          

        

        
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      each
        Collection Account as and to the extent permitted or required by the Basic
        Documents.

       

      SECTION
        10.02.    Form of Documents Delivered to Indenture
        Trustee.  In any case where several matters are required to be
        certified by, or covered by an opinion of, any specified Person, it is not
        necessary that all such matters be certified by, or covered by the opinion
        of,
        only one such Person, or that they be so certified or covered by only one
        document, but one such Person may certify or give an opinion with respect
        to
        some matters and one or more other such Persons as to other matters, and
        any
        such Person may certify or give an opinion as to such matters in one or several
        documents.

       

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

       

      Whenever
        in this Indenture, in connection with any application or certificate or report
        to the Indenture Trustee, it is provided that the Issuer shall deliver any
        document as a condition of the granting of such application, or as evidence
        of
        the Issuer’s compliance with any term hereof, it is intended that the truth and
        accuracy, at the time of the granting of such application or at the effective
        date of such certificate or report (as the case may be), of the facts and
        opinions stated in such document shall in such case be conditions precedent
        to
        the right of the Issuer to have such application granted or to the sufficiency
        of such certificate or report.  The foregoing shall not, however, be
        construed to affect the Indenture Trustee’s right to rely conclusively upon the
        truth and accuracy of any statement or opinion contained in any such document
        as
        provided in Article VI.

       

      Where
        any
        Person is required to make, give or execute two or more applications, requests,
        consents, certificates, statements, opinions or other instruments under this
        Indenture, they may, but need not, be consolidated and form one
        instrument.

       

      SECTION
        10.03.    Acts of Holders.

       

      (a)           Any
        request, demand, authorization, direction, notice, consent, waiver or other
        action provided by this Indenture to be given or taken by Holders may be
        embodied in and evidenced by one or more instruments of substantially similar
        tenor signed by such Holders in person or by agents duly appointed in writing;
        and except as herein otherwise expressly provided such action shall become
        effective when such instrument or instruments are delivered to the Indenture
        Trustee, and, where it is hereby expressly required, to the
        Issuer.  Such instrument or instruments (and the action embodied
        therein and evidenced thereby) are herein sometimes referred to as the
“Act” of the Holders signing such instrument or
        instruments.  Proof of

       

      
        
          
          

        

        
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      execution
        of any such instrument or of a writing appointing any such agent shall be
        sufficient for any purpose of this Indenture and (subject to Section
        6.01) conclusive in favor of the Indenture Trustee and the Issuer, if made
        in the manner provided in this Section 10.03.

       

      (b)           The
        fact and date of the execution by any Person of any such instrument or writing
        may be proved in any manner that the Indenture Trustee deems
        sufficient.

       

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

       

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

       

      SECTION
        10.04.    Notices, etc., to Indenture Trustee, Issuer and
        Rating Agencies.

       

      (a)           Any
        request, demand, authorization, direction, notice, consent, waiver or Act
        of
        Holders or other documents provided or permitted by this Indenture to be
        made
        upon, given or furnished to or filed with:

       

      (i)           the
        Indenture Trustee by any Holder or by the Issuer shall be sufficient for
        every
        purpose hereunder if made, given, furnished or filed in writing by facsimile
        transmission, first-class mail or overnight delivery service to or with the
        Indenture Trustee at the Corporate Trust Office,

       

      (ii)           the
        Issuer by the Indenture Trustee or by any Holder shall be sufficient for
        every
        purpose hereunder if in writing and mailed, first-class, postage prepaid,
        to the
        Issuer addressed to:  RSB BONDCO LLC, Suite 202, 103 Foulk Road,
        Wilmington, Delaware 19803, Attention: Manager, Telephone: (302) 691-6409,
        Facsimile: (302) 652-8667, or at any other address previously furnished in
        writing to the Indenture Trustee by the Issuer.  The Issuer shall
        promptly transmit any notice received by it from the Holders to the Indenture
        Trustee, or

       

      (iii)           the
        PSC by the Seller, the Issuer or the Indenture Trustee shall be sufficient
        for
        every purpose hereunder if in writing and mailed, first-class, postage prepaid,
        to the PSC addressed to: PUBLIC SERVICE COMMISSION OF MARYLAND, William D.
        Schaefer Tower, 6 St. Paul Street, 12th Floor, Baltimore, Maryland
        21202,  Attention: Executive Secretary, Telephone: (410) 767-8000,
        Facsimile: (410) 333-6495.

       

      (b)           Notices
        required to be given to the Rating Agencies by the Issuer or the Indenture
        Trustee shall be in writing, facsimile, personally delivered or mailed by
        certified mail, return receipt requested to:

       

      
        
          
          

        

        
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      (i)           in
        the case of Moody’s, to: Moody’s Investors Service, Inc., ABS Monitoring
        Department, 99 Church Street, New York, New York 10007, Telephone:
        (212) 553-3686, Facsimile (212) 553-0573,

       

      (ii)           in
        the case of Standard & Poor’s, to: Standard & Poor’s Ratings Services, a
        division of The McGraw-Hill Companies, Inc., 55 Water Street, 41st Floor,
        New
        York, New York 10041, Attention: Asset Backed Surveillance Department,
        Telephone: (212) 438-2000, Facsimile: (212) 438-2665,

       

      (iii)           in
        the case of Fitch, to Fitch Ratings, One State Street Plaza, New York, New
        York
        10004, Attention: ABS Surveillance, Telephone: (212) 908-0500, Facsimile:
        (212)
        908-0355, and

       

      (iv)           as
        to each of the foregoing, at such other address as shall be designated by
        written notice to the other parties.

       

      SECTION
        10.05.    Notices to Holders; Waiver.  Where
        this Indenture provides for notice to Holders of any event, such notice shall
        be
        sufficiently given (unless otherwise herein expressly provided) if in writing
        and mailed, first-class, postage prepaid to each Holder affected by such
        event,
        at such Holder’s address as it appears on the Rate Stabilization Bond Register,
        not later than the latest date, and not earlier than the earliest date,
        prescribed for the giving of such notice.  In any case where notice to
        Holders is given by mail, neither the failure to mail such notice nor any
        defect
        in any notice so mailed to any particular Holder shall affect the sufficiency
        of
        such notice with respect to other Holders, and any notice that is mailed
        in the
        manner herein provided shall conclusively be presumed to have been duly
        given.

       

      Where
        this Indenture provides for notice in any manner, such notice may be waived
        in
        writing by any Person entitled to receive such notice, either before or after
        the event, and such waiver shall be the equivalent of such
        notice.  Waivers of notice by Holders shall be filed with the
        Indenture Trustee but such filing shall not be a condition precedent to the
        validity of any action taken in reliance upon such a waiver.

       

      In
        case,
        by reason of the suspension of regular mail service as a result of a strike,
        work stoppage or similar activity, it shall be impractical to mail notice
        of any
        event of Holders when such notice is required to be given pursuant to any
        provision of this Indenture, then any manner of giving such notice as shall
        be
        satisfactory to the Indenture Trustee shall be deemed to be a sufficient
        giving
        of such notice.

       

      Where
        this Indenture provides for notice to the Rating Agencies, failure to give
        such
        notice shall not affect any other rights or obligations created hereunder,
        and
        shall not under any circumstance constitute a Default or Event of
        Default.

       

      SECTION
        10.06.    Conflict with Trust Indenture Act.  If
        any provision hereof limits, qualifies or conflicts with another provision
        hereof that is required to be included in this Indenture by any of the
        provisions of the TIA, such required provision shall control.

       

      The
        provisions of TIA §§ 310 through 317 that impose duties on any person (including
        the provisions automatically deemed included herein unless expressly excluded
        by

       

      
        
          
          

        

        
          77

          
            

          

        

        
          
          

        

      

       

      this
        Indenture) are a part of and govern this Indenture, whether or not physically
        contained herein.

       

      SECTION
        10.07.    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
        10.08.    Successors and Assigns.  All covenants
        and agreements in this Indenture and the Rate Stabilization Bonds by the
        Issuer
        shall bind its successors and assigns, whether so expressed or
        not.  All agreements of the Indenture Trustee in this Indenture shall
        bind its successors.

       

      SECTION
        10.09.    Severability.  Any provision in this
        Indenture or in the Rate Stabilization Bonds that is prohibited or unenforceable
        in any jurisdiction shall, as to such jurisdiction, be ineffective to the
        extent
        of such prohibition or unenforceability without invalidating the remainder
        of
        such provision (if any) or the remaining provisions hereof (unless such
        construction shall be unreasonable), and any such prohibition or
        unenforceability in any jurisdiction shall not invalidate or render
        unenforceable such provision in any other jurisdiction.

       

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

       

      SECTION
        10.11.    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 Rate Stabilization 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
        10.12.    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 (OTHER THAN
        SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS,
        RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
        WITH SUCH LAWS; PROVIDED THAT THE CREATION, ATTACHMENT AND PERFECTION OF
        ANY LIENS CREATED HEREUNDER IN RATE STABILIZATION PROPERTY, AND ALL RIGHTS
        AND
        REMEDIES OF THE INDENTURE TRUSTEE AND THE HOLDERS WITH RESPECT TO SUCH RATE
        STABILIZATION PROPERTY, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
        MARYLAND.

       

      SECTION
        10.13.    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.

       

      
        
          
          

        

        
          78

          
            

          

        

        
          
          

        

      

       

      SECTION
        10.14.    Recording of Indenture.  If this
        Indenture is subject to recording in any appropriate public recording offices,
        such recording is to be effected by the Issuer and at its expense accompanied
        by
        an Opinion of Counsel at the Issuer’s cost and expense (which may be counsel to
        the Indenture Trustee or any other counsel reasonably acceptable to the
        Indenture Trustee or, if requested by the Indenture Trustee, external counsel
        of
        the Issuer) to the effect that such recording is necessary either for the
        protection of the Holders or any other Person secured hereunder or for the
        enforcement of any right or remedy granted to the Indenture Trustee under
        this
        Indenture.

       

      SECTION
        10.15.    Issuer Obligation.  No recourse may be
        taken, directly or indirectly, with respect to the obligations of the Issuer
        or
        the Indenture Trustee on the Rate Stabilization Bonds or under this Indenture
        or
        any certificate or other writing delivered in connection herewith or therewith,
        against (i) the Indenture Trustee or the Managers  in their respective
        individual capacities, (ii) any owner of a limited liability company interest
        in
        the Issuer (including BGE) or (iii) any shareholder, partner, owner,
        beneficiary, agent, officer, or employee of the Indenture Trustee, the Managers
        or any owner of a limited liability company interest in the Issuer (including
        BGE) in its respective individual capacity, or of any successor or assign
        of any
        of them in their respective individual or corporate capacities, except as
        any
        such Person may have expressly agreed in writing (it being understood that
        none
        of the Indenture Trustee, the Managers or BGE has any such obligations in
        their
        respective individual or corporate capacities).

       

      SECTION
        10.16.    No Recourse to
        Issuer.  Notwithstanding any provision of this Indenture or any
        Series Supplement to the contrary, Holders shall have no recourse against
        the
        Issuer, but shall look only to the Rate Stabilization Bond Collateral with
        respect to any amounts due to the Holders hereunder and under the Rate
        Stabilization Bonds.

       

      SECTION
        10.17.    Basic Documents.  The Indenture
        Trustee is hereby authorized to execute and deliver the Servicing Agreement
        and
        to execute and deliver any other Basic Document which it is requested to
        acknowledge.  

       

      SECTION
        10.18.    No Petition.  The Indenture Trustee,
        solely in its capacity as a creditor of the Issuer, by entering into this
        Indenture, each Holder, by accepting a Rate Stabilization Bond (or interest
        therein) issued hereunder, hereby covenant and agree that they shall not,
        prior
        to the date which is one year and one day after the termination of this
        Indenture, acquiesce, petition or otherwise invoke or cause the Issuer or
        any
        Manager to invoke the process of any court or government authority for the
        purpose of commencing or sustaining an involuntary case against the Issuer
        under
        any insolvency law or appointing a receiver, liquidator, assignee, trustee,
        custodian, sequestrator or other similar official of the Issuer or any
        substantial part of its respective property, or ordering the dissolution,
        winding up or liquidation of the affairs of the Issuer.  Nothing in
        this paragraph shall preclude, or be deemed to estop, such Holder or the
        Indenture Trustee (A) from taking or omitting to take any action prior to
        such
        date in (i) any case or proceeding voluntarily filed or commenced by or on
        behalf of the Issuer under or pursuant to any such law or the LLC Agreement
        or
        (ii) any involuntary case or proceeding pertaining to the Issuer which is
        filed
        or commenced by or on behalf of a Person other than such Holder and is not
        joined in by such Holder (or any person to which such Holder shall have
        assigned, transferred or otherwise conveyed any part of the obligations of
        the
        Issuer hereunder) under or pursuant to any

       

      
        
          
          

        

        
          79

          
            

          

        

        
          
          

        

      

       

      such
        law,
        or (B) from commencing or prosecuting any legal action which is not an
        involuntary case or proceeding under or pursuant to any such law against
        the
        Issuer or any of its properties.

       

      


      [SIGNATURE
        PAGE
        FOLLOWS]

      
         

        
          
          

        

        
          80

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Issuer and the Indenture 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.

       

      
        	 	
                RSB
                  BONDCO LLC, as Issuer

                 

                 

              
	 	
                By:

              	 
	 	 	
                Name:

                Title:

              
	 	 	 
	 	 	 
	 	
                _________,
                  as Indenture Trustee and as Securities Intermediary

                 

                 

              
	 	
                By:

              	 
	 	 	
                Name:

                Title:

              


      

      


      
        
          
            Signature
              Page to

            Indenture

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      [STATE
        OF
        NEW YORK]        )

                       )
        ss:

      [COUNTY
        OF MANHATTAN]      )

      


      
 

      On
        the
        ____ day of ______, 2007, before me, ________________, a Notary Public in
        and
        for said county and state, personally appeared __________________________,
        personally known to me (or proved to me on the basis of satisfactory evidence)
        to be the person and officer whose name is subscribed to the within instrument
        and acknowledged to me that such person executed the same in such person’s
        authorized capacity, and that by the signature on the instrument _________,
        a
        national banking association, and the entity upon whose behalf the person
        acted,
        executed this instrument.

       

      WITNESS
        my hand and official seal.

      


       

      


       

                          ___________________________

                          Notary
        Public

                  My
        commission expires: _______

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      STATE
        OF
        MARYLAND        )

           )
        ss:

      COUNTY
        OF
        _________        )

      


      
 

      On
        the
        ____ day of _______, 2007, before me, ___________________, a Notary Public
        in
        and for said county and state, personally appeared __________________________,
        personally known to me (or proved to me on the basis of satisfactory evidence)
        to be the person whose name is subscribed to the within instrument and
        acknowledged to me that he executed the same in his capacity as a manager
        of RSB
        BONDCO LLC, and that by his signature on the instrument RSB BONDCO LLC, a
        Delaware limited liability company and the entity upon whose behalf such
        person
        acted, executed this instrument.

      
         

        WITNESS
          my hand and official seal.

        


         

        


         

                            ___________________________

                            Notary
          Public

                    My
          commission expires: _______

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
EXHIBIT
          A

      

       

      FORM
        OF RATE STABILIZATION BOND

       

      UNLESS
        AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE
        REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
        THE
        DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
        TO
        THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
        OR ANY
        SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
        DEPOSITARY.  UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED
        REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
        TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
        AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
        OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
        PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
        AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
        FOR
        VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
        OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

       

      REGISTERED
        No.
        _____                                                                                                                                $________

      


      SEE
        REVERSE FOR CERTAIN DEFINITIONS

       

      CUSIP
        NO.

       

      THE
        PRINCIPAL OF THIS SERIES [   
],
        TRANCHE
[  -  ]
        (“THIS
        TRANCHE [  -  
        ]
        RATE STABILIZATION BOND”) WILL BE PAID IN INSTALLMENTS AS SET FORTH
        HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS TRANCHE
[  -  ]
        RATE
        STABILIZATION BOND AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE
        HEREOF.  THE HOLDER OF THIS TRANCHE [  -  ]
        RATE
        STABILIZATION BOND HAS NO RECOURSE TO THE ISSUER HEREOF AND AGREES TO LOOK
        ONLY
        TO THE RATE STABILIZATION BOND COLLATERAL, AS DESCRIBED IN THE INDENTURE
        AND THE
        SERIES SUPPLEMENT REFERRED TO ON THE REVERSE HEREOF, FOR PAYMENT OF ANY AMOUNTS
        DUE HEREUNDER.  ALL OBLIGATIONS OF THE ISSUER OF THIS TRANCHE [  -  ]
        RATE
        STABILIZATION BOND UNDER THE TERMS OF THE INDENTURE WILL BE RELEASED AND
        DISCHARGED UPON PAYMENT IN FULL HEREOF OR AS OTHERWISE PROVIDED IN SECTION
        3.10(b) OR ARTICLE IV OF THE INDENTURE.  THE HOLDER OF THIS
        TRANCHE [  -  ]
        RATE
        STABILIZATION BOND HEREBY COVENANTS AND AGREES THAT PRIOR TO THE DATE WHICH
        IS
        ONE (1) YEAR AND ONE (1) DAY AFTER THE PAYMENT IN FULL OF THE SERIES [     ]
        TRANCHE [  -  ]
        RATE
        STABILIZATION

       

      
        
          
          

        

        
          
            EXHIBIT
              A

            1

          

          
            

          

        

        
          
          

        

      

       

      BONDS,
        IT
        WILL NOT ACQUIESCE, PETITION OR OTHERWISE INVOKE OR CAUSE THE ISSUER OR ANY
        MANAGER TO INVOKE THE PROCESS OF ANY COURT OR GOVERNMENTAL AUTHORITY FOR
        THE
        PURPOSE OF COMMENCING OR SUSTAINING AN INVOLUNTARY CASE AGAINST THE ISSUER
        UNDER
        ANY INSOLVENCY LAW OR APPOINTING A RECEIVER, LIQUIDATOR, ASSIGNEE, TRUSTEE,
        CUSTODIAN, SEQUESTRATOR OR OTHER SIMILAR OFFICIAL OF THE ISSUER OR ANY
        SUBSTANTIAL PART OF ITS RESPECTIVE PROPERTY, OR ORDERING THE DISSOLUTION,
        WINDING UP OR LIQUIDATION OF THE AFFAIRS OF THE ISSUER.  NOTHING IN
        THIS PARAGRAPH SHALL PRECLUDE, OR BE DEEMED TO ESTOP, SUCH HOLDER (A) FROM
        TAKING OR OMITTING TO TAKE ANY ACTION PRIOR TO SUCH DATE IN (I) ANY CASE
        OR
        PROCEEDING VOLUNTARILY FILED OR COMMENCED BY OR ON BEHALF OF THE ISSUER UNDER
        OR
        PURSUANT TO ANY SUCH LAW OR THE LLC AGREEMENT OR (II) ANY INVOLUNTARY CASE
        OR
        PROCEEDING PERTAINING TO THE ISSUER WHICH IS FILED OR COMMENCED BY OR ON
        BEHALF
        OF A PERSON OTHER THAN SUCH HOLDER AND IS NOT JOINED IN BY SUCH HOLDER (OR
        ANY
        PERSON TO WHICH SUCH HOLDER SHALL HAVE ASSIGNED, TRANSFERRED OR OTHERWISE
        CONVEYED ANY PART OF THE OBLIGATIONS OF THE ISSUER HEREUNDER) UNDER OR PURSUANT
        TO ANY SUCH LAW, OR (B) FROM COMMENCING OR PROSECUTING ANY LEGAL ACTION WHICH
        IS
        NOT AN INVOLUNTARY CASE OR PROCEEDING UNDER OR PURSUANT TO ANY SUCH LAW AGAINST
        THE ISSUER OR ANY OF ITS PROPERTIES.

      


      RSB
        BONDCO LLC RATE STABILIZATION BONDS,

       

      SERIES
        [   
],
        Tranche
[  -  ].

       

      
        	
                INTEREST

                RATE

              	
                ORIGINAL
                  PRINCIPAL

                AMOUNT

              	
                FINAL
                  MATURITY

                DATE

              
	 	 	 
	 	 	 
	 	 	 
	 	 	 


      

      


       

      RSB
        BONDCO LLC, a limited liability company formed under the laws of the State
        of
        Delaware (herein referred to as the “Issuer”), for value received, hereby
        promises to pay to [       
   ],
        or
        registered assigns, the Original Principal Amount shown above [in
        semi-annual
        installments]
        on the
        Payment Dates and in the amounts specified on the reverse hereof or, if less,
        the amounts determined pursuant to Section 8.02 of the Indenture, in each
        year, commencing on the date determined as provided on the reverse hereof
        and
        ending on or before the Final Maturity Date shown above and to pay interest,
        at
        the Interest Rate shown above, on each __________ and __________ or if any
        such
        day is not a Business Day, the next succeeding Business Day, commencing on
[       
 ]
        and
        continuing until the earlier of the payment in full of the principal hereof
        and
        the Final Maturity Date (each a “Payment Date”), on the principal amount
        of this Series [   
],
        Tranche
[  -  ]
        Rate
        Stabilization Bond (hereinafter referred to as this “Tranche [  -  ]
        Rate Stabilization Bond”).  Interest on this Tranche [  -  ]
        Rate
        Stabilization Bond will accrue for each

       

      
        
          
          

        

        
          
            EXHIBIT
              A

            2

          

          
            

          

        

        
          
          

        

      

       

      Payment
        Date from the most recent Payment Date on which interest has been paid to
        but
        excluding such Payment Date or, if no interest has yet been paid, from the
        date
        of issuance. Interest will be computed on the basis of [specify
        method
        of computation].  Such
        principal of and interest on this Tranche [  -  ]
        Rate
        Stabilization Bond shall be paid in the manner specified on the reverse
        hereof.

       

      The
        principal of and interest on this Tranche [  -  ]
        Rate
        Stabilization Bond are payable in such coin or currency of the United States
        of
        America as at the time of payment is legal tender for payment of public and
        private debts.  All payments made by the Issuer with respect to this
        Tranche [  -  ]
        Rate
        Stabilization Bond shall be applied first to interest due and payable on
        this
        Tranche [  -  ]
        Rate
        Stabilization Bond as provided above and then to the unpaid principal of
        and
        premium, if any, on this Tranche [  -  ]
        Rate
        Stabilization Bond, all in the manner set forth in the Indenture.

       

      Reference
        is made to the further provisions of this Tranche [  -  ]
        Rate
        Stabilization Bond set forth on the reverse hereof, which shall have the
        same
        effect as though fully set forth on the face of this Tranche [  -  ]
        Rate
        Stabilization Bond.

       

      Unless
        the certificate of authentication hereon has been executed by the Indenture
        Trustee whose name appears below by manual signature, this Tranche [  -  ]
        Rate
        Stabilization Bond shall not be entitled to any benefit under the Indenture
        referred to on the reverse hereof, or be valid or obligatory for any
        purpose.

       

      IN
        WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually
        or
        in facsimile, by its Responsible Officer.

       

      


       

      
        	
                Date:

              	
                RSB
                  BONDCO LLC

                 

                 

              
	 	
                By:

              	 
	 	 	
                Name:

                Title:

              


      

      


      
        
          
          

        

        
          
            EXHIBIT
              A

            3

          

          
            

          

        

        
          
          

        

      

       

      INDENTURE
        TRUSTEE’S CERTIFICATE OF AUTHENTICATION

       

      Dated:  __________
        ___, ____

       

      This
        is
        one of the Series [   
],
        Tranche
[  -  ]
        Rate
        Stabilization Bonds, designated above and referred to in the within-mentioned
        Indenture.

       

      
        	 	
                _________,
                  as Indenture Trustee

                 

                 

              
	 	
                By:

              	 
	 	 	
                Name:

                Title:

                 

              


      

      
        
          
          

        

        
          
            EXHIBIT
              A

            4

          

          
            

          

        

        
          
          

        

      

       

      REVERSE
        OF RATE STABILIZATION BOND* 1

       

      This
        Series [   
],
        Tranche [  -  ]
        Rate
        Stabilization Bond is one of a duly authorized issue of Rate Stabilization
        Bonds
        of the Issuer (herein called the “Rate Stabilization Bonds”), issued and
        to be issued in one or more Series, which Series are issuable in one or more
        Tranches, and the Series [   
]
        Rate Stabilization Bonds consists of [   
]
        Tranches,
        including this Tranche [  -  ]
        Rate
        Stabilization Bond (herein called the “Tranche [  -  ]
        Rate Stabilization Bonds”), all issued and to be issued under that certain
        Indenture dated as of ________ __, 2007, (as supplemented by the Series
        Supplement (as defined below), the “Indenture”), between the Issuer and
        _________, in its capacity as indenture trustee (the “Indenture Trustee”,
        which term includes any successor indenture trustee under the Indenture)
        and in
        its separate capacity as a securities intermediary (the “Securities
        Intermediary”, which term includes any successor securities intermediary
        under the Indenture), to which Indenture and all indentures supplemental
        thereto
        reference is hereby made for a statement of the respective rights and
        obligations thereunder of the Issuer, the Indenture Trustee and the Holders
        of
        the Rate Stabilization Bonds.  For purposes herein, “Series
        Supplement” means that certain Series Supplement dated as of ________, 2007,
        between the Issuer and the Indenture Trustee.  All terms used in this
        Tranche [  -  ]
        Rate
        Stabilization Bond that are defined in the Indenture, as amended, restated,
        supplemented or otherwise modified from time to time, shall have the meanings
        assigned to such terms in the Indenture.

       

      The
        Tranche [  -  ]
        Rate
        Stabilization Bonds, the other Tranches of Series [   
]
        Rate
        Stabilization Bonds (all of such Tranches being referred to herein as “Series
[  
          ]
        Rate Stabilization Bonds”) and any other Series of Rate Stabilization Bonds
        issued by the Issuer are and will be equally and ratably secured by the Series
        Rate Stabilization Bond Collateral pledged as security therefor as provided
        in
        the Indenture.

       

      The
        principal of this Tranche [  -  ]
        Rate
        Stabilization Bond shall be payable on each Payment Date only to the extent
        that
        amounts in the applicable Collection Account are available therefor, and
        only
        until the outstanding principal balance thereof on the preceding Payment
        Date
        (after giving effect to all payments of principal, if any, made on the preceding
        Payment Date) has been reduced to the principal balance specified in the
        Expected Amortization Schedule which is attached to the related Series
        Supplement as Schedule A, unless payable earlier because an Event of Default
        shall have occurred and be continuing and the Indenture Trustee or the
        Bondholders representing not less than a majority of the Outstanding Amount
        of
        the Rate Stabilization Bonds of this Series have declared such Rate
        Stabilization Bonds to be immediately due and payable in accordance with
        Section 5.02 of the Indenture (unless such declaration shall have been
        rescinded and annulled in accordance with Section 5.02 of the
        Indenture).  However, actual principal payments may be made in lesser
        than expected amounts and at later than expected times as determined pursuant
        to
Section 8.02 of the Indenture.  The

       

      
        
          

        

      

      
        *The
          form of the reverse of a
          Rate Stabilization Bond is substantially as follows, unless otherwise specified
          in the related Series Supplement.

      

       

      
        
          
          

        

        
          
            EXHIBIT
              A

            5

          

          
            

          

        

        
          
          

        

      

       

      entire
        unpaid principal amount of this Tranche [  -  ]
        Rate
        Stabilization Bond shall be due and payable on the Final Maturity Date
        hereof.  Notwithstanding the foregoing, the entire unpaid principal
        amount of the Rate Stabilization Bonds shall be due and payable, if not then
        previously paid, on the date on which an Event of Default shall have occurred
        and be continuing and the Indenture Trustee or the Holders of the Rate
        Stabilization Bonds representing not less than a majority of the Outstanding
        Amount of the Rate Stabilization Bonds of this Series have declared the Rate
        Stabilization Bonds of this Series to be immediately due and payable in the
        manner provided in Section 5.02 of the Indenture (unless such declaration
        shall have been rescinded and annulled in accordance with
Section 5.02 of the Indenture).  All principal payments on
        the Tranche [  -  ]
        Rate
        Stabilization Bonds shall be made pro rata to the Tranche [  -  ]
        Holders
        entitled thereto based on the respective principal amounts of the Tranche
[  -  ]
        Rate
        Stabilization Bonds held by them.

       

      Payments
        of interest on this Tranche [  -  ]
        Rate
        Stabilization Bond due and payable on each Payment Date, together with the
        installment of principal or premium, if any, shall be made by check mailed
        first-class, postage prepaid, to the Person whose name appears as the Registered
        Holder of this Tranche [  -  ]
        Rate
        Stabilization Bond (or one or more Predecessor Rate Stabilization Bonds)
        on the
        Rate Stabilization Bond Register on the Record Date or in such other manner
        as
        may be provided in the Indenture or the related Series Supplement, except
        that
        (i) upon application to the Indenture Trustee by any Holder owning a Global
        Rate
        Stabilization Bond evidencing this Tranche [  -  ]
        Rate
        Stabilization Bond in the principal amount of $10,000,000 or more not later
        than
        the applicable Record Date payment will be made by wire transfer to an account
        maintained by such Holder and (ii) if this Tranche [  -  ]
        Rate
        Stabilization Bond is held in Book-Entry Form, payments will be made by wire
        transfer in immediately available funds to the account designated by the
        Holder
        of the applicable Global Rate Stabilization Bond evidencing this Tranche
[  -  ]
        Rate
        Stabilization Bond unless and until such Global Rate Stabilization Bond is
        exchanged for Definitive Rate Stabilization Bonds (in which event payments
        shall
        be made as provided above) and except for the final installment of principal
        and
        premium, if any, payable with respect to this Tranche [  -  ]
        Rate
        Stabilization Bond on a Payment Date which shall be payable as provided
        below.  Such checks shall be mailed to the Person entitled thereto at
        the address of such Person as it appears on the Rate Stabilization Bond Register
        as of the applicable Record Date without requiring that this Tranche [  -  ]
        Rate
        Stabilization Bond be submitted for notation of payment.  Any
        reduction in the principal amount of this Tranche [  -  ]
        Rate
        Stabilization Bond (or any one or more Predecessor Rate Stabilization Bonds)
        effected by any payments made on any Payment Date shall be binding upon all
        future Holders of this Tranche [  -  ]
        Rate
        Stabilization Bond and of any Rate Stabilization Bond issued upon the
        registration of transfer hereof or in exchange hereof or in lieu hereof,
        whether
        or not noted hereon.  If funds are expected to be available, as
        provided in the Indenture, for payment in full of the then remaining unpaid
        principal amount of this Tranche [  -  ]
        Rate
        Stabilization Bond on a Payment Date, then the Indenture Trustee, in the
        name of
        and on behalf of the Issuer, will notify the Person who was the Registered
        Holder hereof as of the Record Date preceding such Payment Date by notice
        mailed
        no later than five (5) days prior to such final Payment Date and shall specify
        that such final installment will be payable only upon presentation and surrender
        of

       

      
        
          
          

        

        
          
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      this
        Tranche [  -  ]
        Rate
        Stabilization Bond and shall specify the place where this Tranche [  -  ]
        Rate
        Stabilization Bond may be presented and surrendered for payment of such
        installment.

       

      The
        Issuer shall pay interest on overdue installments of interest at the Rate
        Stabilization Bond Interest Rate to the extent lawful.

       

      This
        Rate
        Stabilization Bond is a “Rate Stabilization Bond” as such term is defined in the
        Rate Stabilization Law.  Principal and interest due and payable on
        this Rate Stabilization Bond are payable from and secured primarily by Rate
        Stabilization Property created and established by a Qualified Rate Order
        obtained from the Public Service Commission of Maryland pursuant to the Rate
        Stabilization Law.  Rate Stabilization Property consists of the rights
        and interests of the Seller in the relevant Qualified Rate Order, including
        the
        right to impose, collect and recover certain charges (defined in the Rate
        Stabilization Law as “Qualified Rate Stabilization Charges”) to be
        included in regular electric utility bills of existing and future residential
        electric delivery service customers within the service territory of BGE,
        a
        Maryland electric utility, or its successors or assigns, as more fully described
        in the Qualified Rate Order.

       

      The
        Rate
        Stabilization Law provides that:  “The state pledges for the benefit
        and protection of financing parties and the electric company, that it will
        not
        take or allow any action that would impair the value of rate stabilization
        property, or, except as allowed in accordance with Sections 7-531, 7-533,
        and
        7-534 [of the Rate Stabilization Law], reduce, alter, or impair the qualified
        rate stabilization charges to be imposed, collected, and remitted to financing
        parties, until the principal, interest and premium, and any other charges
        incurred and contracts to be performed in connection with the related rate
        stabilization bonds have been paid and performed in full.  Any party
        issuing rate stabilization bonds is authorized to include this pledge in
        any
        documentation relating to those bonds.”

       

      As
        a
        result of the foregoing pledge, the State of Maryland may not, except as
        provided in the succeeding sentence, in any way reduce, alter or impair the
        Qualified Rate Stabilization Charges until the Rate Stabilization Bonds,
        together with interest thereon, are fully paid and
        discharged.  Notwithstanding the immediately preceding sentence, the
        State of Maryland would be allowed to effect a temporary impairment of the
        Holders’ rights if it could be shown that such impairment was necessary to
        advance a significant and legitimate public purpose.

       

      The
        Issuer and BGE hereby acknowledge that the purchase of this Rate Stabilization
        Bond by the Holder hereof or the purchase of any beneficial interest herein
        by
        any Person are made in reliance on the foregoing pledge.

       

      As
        provided in the Indenture and subject to certain limitations set forth therein,
        the transfer of this Tranche [    -    ]
        Rate
        Stabilization Bond may be registered on the Rate Stabilization Bond Register
        upon surrender of this Tranche [    -    ]
        Rate
        Stabilization Bond for registration of transfer at the office or agency
        designated by the Issuer pursuant to the Indenture, duly endorsed by, or
        accompanied by (a) a written instrument of transfer in form satisfactory
        to the
        Indenture Trustee duly executed by the Holder hereof or such Holder’s attorney
        duly authorized in writing, with such signature guaranteed by an institution
        which is a member of one of the following recognized Signature Guaranty
        Programs:  (i) The Securities Transfer Agent

       

      
        
          
          

        

        
          
            EXHIBIT
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      Medallion
        Program (STAMP); (ii)The New York Stock Exchange Medallion Program (MSP);
        (iii)
        The Stock Exchange Medallion Program (SEMP); or (iv) in such other guarantee
        program acceptable to the Indenture Trustee, and (b) such other documents
        as the
        Indenture Trustee may require, and thereupon one or more new Tranche [    -    ]
        Rate
        Stabilization Bonds of Minimum Denominations and in the same aggregate principal
        amount will be issued to the designated transferee or transferees.  No
        service charge will be charged for any registration of transfer or exchange
        of
        this Tranche [    -    ]
        Rate
        Stabilization Bond, but the transferor may be required to pay a sum sufficient
        to cover any tax or other governmental charge that may be imposed in connection
        with any such registration of transfer or exchange, other than exchanges
        pursuant to Sections 2.04 or 2.06 of the Indenture not involving
        any transfer.

       

      Each
        Rate
        Stabilization Bond holder, by acceptance of a Rate Stabilization Bond, covenants
        and agrees that no recourse may be taken, directly or indirectly, with respect
        to the obligations of the Issuer or the Indenture Trustee on the Rate
        Stabilization Bonds or under the Indenture or any certificate or other writing
        delivered in connection therewith, against (i) the Indenture Trustee or the
        Managers in their respective individual capacities, (ii) any owner of a limited
        liability company interest in the Issuer (including BGE) or (iii) any
        shareholder, partner, owner, beneficiary, agent, officer or employee of the
        Indenture Trustee, the Managers or any owner of a limited liability company
        interest in the Issuer (including BGE) in its respective individual or corporate
        capacities, or of any successor or assign of any of them in their individual
        or
        corporate capacities, except as any such Person may have expressly agreed
        in
        writing (it being understood that none of the Indenture Trustee, the Managers
        or
        BGE has any such obligations in their respective individual or corporate
        capacities).

       

      Prior
        to
        the due presentment for registration of transfer of this Tranche [    -    ]
        Rate
        Stabilization Bond, the Issuer, the Indenture Trustee and any agent of the
        Issuer or the Indenture Trustee may treat the Person in whose name this Tranche
        [    -    ]
        Rate
        Stabilization Bond is registered (as of the day of determination) as the
        owner
        hereof for the purpose of receiving payments of principal of and premium,
        if
        any, and interest on this Tranche [    -    ]
        Rate
        Stabilization Bond and for all other purposes whatsoever, whether or not
        this
        Tranche [    -    ]
        Rate
        Stabilization Bond be overdue, and neither the Issuer, the Indenture Trustee
        nor
        any such agent shall be affected by notice to the contrary.

       

      The
        Indenture permits, with certain exceptions as therein provided, the amendment
        thereof and the modification of the rights and obligations of the Issuer
        and the
        rights of the Holders of the Rate Stabilization Bonds under the Indenture
        at any
        time by the Issuer with the consent of the Bondholders representing not less
        than a majority of the Outstanding Amount of all Rate Stabilization Bonds
        at the
        time outstanding of each Series or Tranche to be affected.  The
        Indenture also contains provisions permitting the Bondholders representing
        specified percentages of the Outstanding Amount of the Rate Stabilization
        Bonds
        of all Series, on behalf of the Holders of all the Rate Stabilization Bonds,
        to
        waive compliance by the Issuer with certain provisions of the Indenture and
        certain past defaults under the Indenture and their consequences.  Any
        such consent or waiver by the Holder of this Tranche [  -  ]
        Rate
        Stabilization Bond (or any one of more Predecessor Rate Stabilization Bonds)
        shall be conclusive and binding upon such Holder and upon all future Holders
        of
        this Tranche [  -  ]
        Rate
        Stabilization Bond and of any

       

      
        
          
          

        

        
          
            EXHIBIT
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      Rate
        Stabilization Bond issued upon the registration of transfer hereof or in
        exchange hereof or in lieu hereof whether or not notation of such consent
        or
        waiver is made upon this Tranche [  -  ]
        Rate
        Stabilization Bond.  The Indenture also permits the Indenture Trustee
        to amend or waive certain terms and conditions set forth in the Indenture
        without the consent of Holders of the Rate Stabilization Bonds issued
        thereunder.

       

      The
        Indenture contains provisions for defeasance at any time of (a) the entire
        indebtedness of the Issuer on this Tranche [  -  ]
        Rate
        Stabilization Bond and (b) certain restrictive covenants and the related
        Events
        of Default, upon compliance by the Issuer with certain conditions set forth
        therein, which provisions apply to this Tranche [  -  ]
        Rate
        Stabilization Bond.

       

      The
        term
“Issuer” as used in this Tranche [  -  ]
        Rate
        Stabilization Bond includes any successor to the Issuer under the
        Indenture.

       

      The
        Issuer is permitted by the Indenture, under certain circumstances, to merge
        or
        consolidate, subject to the rights of the Indenture Trustee and the Bondholders
        under the Indenture.

       

      The
        Tranche [  -  ]
        Rate
        Stabilization Bonds are issuable only in registered form in denominations
        as
        provided in the Indenture and the related Series Supplement subject to certain
        limitations therein set forth.

       

      THIS
        TRANCHE [  -  ]
        RATE
        STABILIZATION BOND, THE INDENTURE AND THE RELATED SERIES SUPPLEMENT SHALL
        BE
        CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE [STATE OF NEW YORK], WITHOUT
        REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF
        THE
        NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES
        OF
        THE PARTIES HEREUNDER AND THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
        SUCH
        LAWS; PROVIDED THAT THE CREATION, ATTACHMENT AND PERFECTION OF ANY LIENS
        CREATED UNDER THE INDENTURE IN RATE STABILIZATION PROPERTY, AND ALL RIGHTS
        AND
        REMEDIES OF THE INDENTURE TRUSTEE AND THE HOLDERS WITH RESPECT TO SUCH RATE
        STABILIZATION PROPERTY, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
        MARYLAND.

       

      No
        reference herein to the Indenture and no provision of this Tranche [  -  ]
        Rate
        Stabilization Bond or of the Indenture shall alter or impair the obligation,
        which is absolute and unconditional, to pay the principal of and interest
        on
        this Tranche [  -  ]
        Rate
        Stabilization Bond at the times, place, and rate, and in the coin or currency
        herein prescribed.

       

      The
        Holder of this Tranche [  -  ]
        Rate
        Stabilization Bond by the acceptance hereof agrees that, notwithstanding
        any
        provision of the Indenture or the related Series Supplement to the contrary,
        the
        Holder shall have no recourse against the Issuer, but shall look only to
        the
        Rate Stabilization Bond Collateral, with respect to any amounts due to the
        Holder under this Tranche [  -  ]
        Rate
        Stabilization Bond.

       

      
        
          
          

        

        
          
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      The
        Issuer and the Indenture Trustee, by entering into the Indenture, and the
        Holders and any Persons holding a beneficial interest in any Tranche [  -  ]
        Rate
        Stabilization Bond, by acquiring any Tranche [  -  ]
        Rate
        Stabilization Bond or interest therein, (i) express their intention that,
        solely
        for the purpose of federal taxes and, to the extent consistent with applicable
        state, local and other tax law, solely for the purpose of state, local and
        other
        taxes, the Tranche [  -  ]
        Rate
        Stabilization Bonds qualify under applicable tax law as indebtedness of the
        sole
        owner of the Issuer secured by the Rate Stabilization Bond Collateral and
        (ii)
        solely for purposes of federal taxes and, to the extent consistent with
        applicable state, local and other tax law, solely for purposes of state,
        local
        and other taxes, so long as any of the Tranche [  -  ]
        Rate
        Stabilization Bonds are outstanding, agree to treat the Tranche [  -  ]
        Rate
        Stabilization Bonds as indebtedness of the sole owner of the Issuer secured
        by
        the Rate Stabilization Bond Collateral unless otherwise required by appropriate
        taxing authorities.

       

      
        
          
          

        

        
          
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      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription of the face of this
        Tranche [  -  ]
        Rate
        Stabilization Bond, shall be construed as though they were written out in
        full
        according to applicable laws or regulations.

       

      
        	
                TEN
                  COM

              	
                as
                  tenants in common

                 

              
	
                TEN
                  ENT

              	
                as
                  tenants by the entireties

                 

              
	
                JT
                  TEN

              	
                as
                  joint tenants with right of survivorship and not as tenants

                in
                  common

                 

              
	
                UNIF
                  GIFT MIN ACT

              	
                ___________________
                  Custodian ______________________

                (Custodian)                                           (minor)

              
	 	
                Under
                  Uniform Gifts to Minor Act (____________________)

                                       
                  (State)

                 

              


      

      Additional
        abbreviations may also be used though not in the above list.

       

      
        
          
          

        

        
          
            EXHIBIT
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      ASSIGNMENT

       

      Social
        Security or taxpayer I.D. or other identifying number of assignee
        ______________________

       

      


       

      FOR
        VALUE
        RECEIVED, the undersigned2 hereby sells,
        assigns and transfers unto

       

      (name
        and
        address of assignee)

       

      the
        within Tranche [  -  ]
        Rate
        Stabilization Bond and all rights thereunder, and hereby irrevocably constitutes
        and appoints
        ______              ,
        attorney, to transfer said Tranche [  -  ]
        Rate
        Stabilization Bond on the books kept for registration thereof, with full
        power
        of substitution in the premises.

       

      
        	
                Dated:
                  ________________

              	
                ______________________________________

                Signature
                  Guaranteed:

                 

              
	 	
                 

                ______________________________________

              


      

      

        
          


      

      
        2             
          RATE STABILIZATION BOND:  The signature to this assignment must
          correspond with the name of the registered owner as it appears on the face
          of
          the within Tranche [  -  ]
          Rate
          Stabilization Bond in every particular, without alteration, enlargement
          or any
          change whatsoever.

         

        NOTE:  Signature(s)
          must be
          guaranteed by an institution which is a member of one of the following
          recognized Signature Guaranty Programs:  (i) The Securities Transfer
          Agent Medallion Program (STAMP), (ii) The New York Stock Exchange Medallion
          Program (MSP), (iii) the Stock Exchange Medallion Program (SEMP) or (iv)
          such
          other guarantee program acceptable to the Indenture Trustee.

         

        
          
            
            

          

          
            
              EXHIBIT
                A

              12

            

            
              

            

          

          
            
            

          

        

      


      EXHIBIT
        B

       

      FORM
        OF SERIES SUPPLEMENT

       

      This
        SERIES SUPPLEMENT dated as of ______ __, 2007 (this “Series Supplement”),
        by and between RSB BONDCO LLC, a limited liability company formed under the
        laws
        of the State of Delaware (the “Issuer”), and _______, a ______ banking
        corporation (“___”), in its capacity as indenture trustee (the “Indenture
        Trustee”) for the benefit of the Secured Parties under the Indenture dated
        as of ______ __, 200_, by and between the Issuer and ____, in its capacity
        as
        Indenture Trustee and in its separate capacity as a securities intermediary
        (the
“Indenture”).

       

      PRELIMINARY
        STATEMENT

       

      Section
        2.02 of the Indenture provides, among other things, that the Issuer and the
        Indenture Trustee may at any time and from time to time enter into one or
        more
        Series Supplements for the purposes of authorizing the issuance by the Issuer
        of
        a Series of Rate Stabilization Bonds and establishing the terms
        thereof.  The Issuer has duly authorized the creation of a Series of
        Rate Stabilization Bonds with an initial aggregate principal amount of
        $_________ to be known as RSB BondCo LLC Rate Stabilization Bonds, [Series
        A]
        (the “[Series A] Rate Stabilization Bonds”), and the Issuer and the
        Indenture Trustee are executing and delivering this Series Supplement in
        order
        to provide for the creation of the [Series A] Rate Stabilization
        Bonds.

       

      All
        terms
        used in this Series Supplement that are defined in the Indenture, either
        directly or by reference therein, have the meanings assigned to them therein,
        except to the extent such terms are defined or modified in this Series
        Supplement or the context clearly requires otherwise.  In the event
        that any term or provision contained herein shall conflict with or be
        inconsistent with any term or provision contained in the Indenture, the terms
        and provisions of this Series Supplement shall govern.

       

      GRANTING
        CLAUSE

       

      With
        respect to the [Series A] Rate Stabilization Bonds, the Issuer hereby Grants
        to
        the Indenture Trustee, as Indenture Trustee for the benefit of the Secured
        Parties of the [Series A] Rate Stabilization Bonds, all of the Issuer’s right,
        title and interest (whether now owned or hereafter acquired or arising) in
        and
        to the following (collectively, the “[Series A] Rate Stabilization Bond
        Collateral”): (a) the Rate Stabilization Property created under and pursuant
        to the Applicable Qualified Rate Order, and transferred by the Seller to
        the
        Issuer pursuant to the Sale Agreement (including, to the fullest extent
        permitted by law, the right to impose, collect and receive Qualified Rate
        Stabilization Charges, all revenues, collections, claims, rights, payments,
        money or proceeds of or arising from the Qualified Rate Stabilization Charges
        authorized in the Applicable Qualified Rate Order and any Tariffs filed pursuant
        thereto and any contractual rights to collect such Qualified Rate Stabilization
        Charges from Customers and Third-Party Collectors), (b) all Qualified Rate
        Stabilization Charges related to such Rate Stabilization Property, (c) the
        Sale
        Agreement and each Bill of Sale executed in connection therewith and all
        property and interests in property transferred under the Sale Agreement and
        such
        Bills of Sale with respect to

       

      
        
          
          

        

        
          
            EXHIBIT
              B

            1

          

          
            

          

        

        
          
          

        

      

       

      such
        Rate
        Stabilization Property and the [Series A] Rate Stabilization Bonds, (d) the
        Servicing Agreement, the Administration Agreement and any subservicing, agency,
        administration, collection or other agreements executed in connection therewith,
        to the extent related to the foregoing Rate Stabilization Property and the
        [Series A] Rate Stabilization Bonds, (e) the Collection Account for such
        Series,
        all subaccounts thereof and all amounts of cash, instruments, investment
        property or other assets on deposit therein or credited thereto from time
        to
        time and all financial assets and securities entitlements carried therein
        or
        credited thereto, (f) all rights to compel the Servicer to file for and obtain
        adjustments to the Qualified Rate Stabilization Charges in accordance with
        Section 7-531 of the Rate Stabilization Law, the Applicable Qualified Rate
        Order
        or any Tariff filed in connection therewith, (g) all deposits, guarantees,
        surety bonds, letters of credit and other forms of credit support provided
        by or
        on behalf of Third-Party Collectors pursuant to such Applicable Qualified
        Rate
        Order or Tariff, including investment earnings thereon and all amounts on
        deposit in the TPC Deposit Accounts; (h) all present and future
        claims, demands, causes and choses in action in respect of any or all of
        the
        foregoing, whether such claims, demands, causes and choses in action constitute
        Rate Stabilization Property, accounts, general intangibles, instruments,
        contract rights, chattel paper or proceeds of such items or any other form
        of
        property, (i) all accounts, chattel paper, deposit accounts, documents, general
        intangibles, goods, instruments, investment property, letters of credit,
        letters-of-credit rights, money, commercial tort claims and supporting
        obligations related to the foregoing, and (j) all payments on or under, and
        all
        proceeds in respect of, any or all of the foregoing; it being understood that
        the following do not constitute [Series A] Rate Stabilization Bond
        Collateral: (i) following retirement of all Outstanding Series of Rate
        Stabilization Bonds, cash that has been released pursuant to Section
        8.04(c) of the Indenture, (ii) amounts deposited with the Issuer on any
        Series Issuance Date, including the Closing Date, for payment of costs of
        issuance with respect to the related Series (together with any interest earnings
        thereon) and (iii) the Initial Capital Contribution by the Member to the
        Issuer
        pursuant to Section 2.01 of the LLC Agreement, it being understood that
        such amounts described in clauses (i),(ii) and (iii) above
        shall not be subject to Section 3.17 of the Indenture.

       

      The
        foregoing Grant is made in trust to secure the payment of principal of and
        premium, if any, interest on, and any other amounts owing in respect of,
        the
        [Series A] Rate Stabilization Bonds and all fees, expenses, counsel fees
        and
        other amounts due and payable to the Indenture Trustee (collectively, the
        “Secured Obligations”) equally and ratably without prejudice, priority or
        distinction, except as expressly provided in the Indenture, to secure compliance
        with the provisions of the Indenture with respect to the [Series A] Rate
        Stabilization Bonds, all as provided in the Indenture and to secure the
        performance by the Issuer of all of its obligations under the
        Indenture.  The Indenture and this Series Supplement constitutes a
        security agreement within the meaning of the Rate Stabilization Law and under
        the UCC to the extent that the provisions of the UCC are applicable
        hereto.  In addition, the Issuer hereby authorizes the Indenture
        Trustee to file one or more financing statements, including financing statements
        describing the collateral covered thereby as “all of the debtor’s personal
        property or assets” or words to that effect, notwithstanding that such wording
        may be broader than the collateral described in this Series Supplement, to
        evidence more effectively the security interest of the Indenture Trustee
        in the
        [Series A] Rate Stabilization Bond Collateral.

       

      The
        Indenture Trustee, as indenture trustee on behalf of the Secured Parties
        of the
        [Series A] Rate Stabilization Bonds, acknowledges such Grant and accepts
        the
        trusts under this

       

      
        
          
          

        

        
          
            EXHIBIT
              B

            2

          

          
            

          

        

        
          
          

        

      

       

      Series
        Supplement and the Indenture in accordance with the provisions of this Series
        Supplement and the Indenture.

       

      SECTION
        1.   Designation.  The [Series A] Rate Stabilization
        Bonds shall be designated generally as the Rate Stabilization Bonds, [Series
        A]
        and further denominated as Tranches A-1 through A-[4].

       

      SECTION
        2.   Initial Principal Amount; Rate Stabilization Bond Interest
        Rate; Scheduled Final Payment Date; Final Maturity Date.  The
        [Series A] Rate Stabilization Bonds of each Tranche shall have the initial
        principal amount, bear interest at the rates per annum (as to each Tranche,
        the
“Rate Stabilization Bond Interest Rate”) and shall have the Scheduled
        Final Payment Dates and the Final Maturity Dates set forth below:

       

      
        	
                Tranche

              	
                Initial
                  Principal

                Amount

              	
                Rate
                  Stabilization Bond

                Interest
                  Rate

              	
                Scheduled
                  Final

                Payment
                  Date

              	
                Final

                Maturity
                  Date

              
	
                Tranche
                  A-1

              	 	 	 	 
	
                Tranche
                  A-2

              	 	 	 	 
	
                Tranche
                  A-3

              	 	 	 	 
	
                Tranche
                  A-4

              	 	 	 	 


      

      


       

      The
        Rate
        Stabilization Bond Interest Rate shall be computed on the basis of a 360-day
        year of twelve (12) 30-day months.

       

      SECTION
        3.    Authentication Date; Payment Dates; Expected
        Amortization Schedule for Principal; Periodic Interest; No Premium; Other
        Terms.

       

      (a)           Authentication
        Date.  The [Series A] Rate Stabilization Bonds that are
        authenticated and delivered by the Indenture Trustee to or upon the order
        of the
        Issuer on ______ __, 2007 (the “Series Issuance Date”) shall have as
        their date of authentication _____ __, 2007.

       

      (b)           Payment
        Dates.  The Payment Dates for the [Series A] Rate Stabilization
        Bonds are [____] 1 and [____] 1 of each year or, if any such date is not
        a
        Business Day, the following Business Day, commencing on _____1, 200[8] and
        continuing until the earlier of repayment of the [Series A], Tranche A-_
        Rate
        Stabilization Bonds in full and the Final Maturity Date for the [Series A],
        Tranche A-_ Rate Stabilization Bonds.

       

      (c)           Expected
        Amortization Schedule for Principal.  Unless an Event of Default
        shall have occurred and be continuing on each Payment Date, the Indenture
        Trustee shall distribute to the Holders of record as of the related Record
        Date
        amounts payable pursuant to Section 8.02(e) of the Indenture as
        principal, in the following order and priority: (1) to the holders of the
        Tranche A-1 Rate Stabilization Bonds, until the Outstanding Amount of such
        Tranche of Rate Stabilization Bonds thereof has been reduced to zero; (2)
        to the
        holders of the Tranche A-2 Rate Stabilization Bonds, until the Outstanding
        Amount of such Tranche of Rate Stabilization Bonds thereof has been reduced
        to
        zero; (3) to the holders of the Tranche A-3 Rate Stabilization Bonds, until
        the
        Outstanding Amount of such Tranche of Rate

       

      
        
          
          

        

        
          EXHIBIT
            B
3

          
            

          

        

        
          
          

        

      

       

      Stabilization
        Bonds thereof has been reduced to zero; and (4) to the holders of the Tranche
        A-4 Rate Stabilization Bonds, until the Outstanding Amount of such Tranche
        of
        Rate Stabilization Bonds thereof has been reduced to zero; provided,
however, that in no event shall a principal payment pursuant to
        this
Section 3(c) on any Tranche on a Payment Date be greater than the amount
        necessary to reduce the Outstanding Amount of such Tranche of Rate Stabilization
        Bonds to the amount specified in the Expected Amortization Schedule which
        is
        attached as Schedule A hereto for such Tranche and Payment
        Date.

       

      (d)           Periodic
        Interest.  Periodic Interest will be payable on each Tranche of
        the [Series A] Rate Stabilization Bonds on each Payment Date in an amount
        equal
        to one-half of the product of (i) the applicable Rate Stabilization Bond
        Interest Rate and (ii) the Outstanding Amount of the related Tranche of [Series
        A] Rate Stabilization Bonds as of the close of business on the preceding
        Payment
        Date (or, with respect to the Initial Payment Date, the Outstanding Amount
        of
        the related Tranche of [Series A] Rate Stabilization Bonds on the Series
        Issuance Date) after giving effect to all payments of principal made to the
        Holders of the related Tranche of [Series A] Rate Stabilization Bonds on
        such
        preceding Payment Date.

       

      (e)           Book-Entry
        Rate Stabilization Bonds.  The [Series A] Rate Stabilization Bonds
        shall be Book-Entry Rate Stabilization Bonds and the applicable provisions
        of
Section 2.11 of the Indenture shall apply to such Rate Stabilization
        Bonds.

       

      (f)           Waterfall
        Caps.

       

      (i)           The
        amount payable with respect to the [Series A] Rate Stabilization Bonds pursuant
        to Section 8.02(e)(i) of the Indenture shall not exceed $850,000
        annually.

       

      (ii)           The
        amount payable with respect to the [Series A] Rate Stabilization Bonds pursuant
        to Section 8.02(e)(ii) of the Indenture shall not exceed on an annual
        basis (A) for so long as BGE is the Servicer, 0.05% of the aggregate initial
        principal amount of [Series A] Rate Stabilization Bonds, provided that
        BGE may seek approval from the PSC to recover from Customers, in accordance
        with
        the Financing Credit Order, any incremental costs it incurs to service the
        Rate
        Stabilization Property to the extent such incremental costs exceed 0.05%
        of the
        aggregate initial principal amount of [Series A] Rate Stabilization Bonds,
        and
furtherprovided that such excess amount shall neither be
        considered an Operating Expense nor be paid out of the Collection Account
        or
        included in the calculation of True-Up Adjustments, or (B) if BGE is not
        the
        Servicer, 1.25% of the aggregate initial principal amount of [Series A] Rate
        Stabilization Bonds, provided, however, that BGE may seek approval
        from the PSC for a higher fee to be payable under Section 8.02(e)(ii) of
        the Indenture if it can reasonably demonstrate to the PSC that the services
        cannot be obtained under then-current market conditions for a fee of 1.25%
        of
        the aggregate initial principal amount of [Series A] Rate Stabilization
        Bonds.

       

      
        
          
          

        

        
          
            EXHIBIT
              B

            4

          

          
            

          

        

        
          
          

        

      

       

      (iii)           The
        amount payable for the [Series A] Rate Stabilization Bonds pursuant to
Section 8.02(e)(iii) of the Indenture, shall not exceed $100,000 in the
        aggregate annually, provided that BGE may seek approval from the PSC to
        recover from Customers, in accordance with the Financing Credit Order, any
        incremental costs it incurs to provide administrative support services to
        the
        Issuer to the extent such incremental costs exceed $100,000, and
furtherprovided that such excess amount shall neither be
        considered an Operating Expense nor be paid out of the Collection Account
        or
        included in the calculation of True-Up Adjustments.

       

      (iv)           The
        amount payable with respect to the ordinary periodic Operating Expenses not
        described above pursuant to Section 8.02(e)(iv) shall not exceed $250,000
        in the aggregate annually.

       

      SECTION
        4.    Minimum Denominations.  The [Series A]
        Rate Stabilization Bonds shall be issuable in the Minimum Denomination and
        in
        integral multiples  of [$1,000] thereof.

       

      SECTION
        5.    Certain Defined Terms.  Article I
        of the Indenture provides that the meanings of certain defined terms used
        in the
        Indenture shall, when applied to the Rate Stabilization Bonds of a particular
        Series, be as defined in Appendix A to the
        Indenture.  Additionally, Article II of the Indenture provides
        that with respect to a particular Series of Rate Stabilization Bonds, certain
        terms will have the meanings specified in the related Series
        Supplement.  With respect to the [Series A] Rate Stabilization Bonds,
        the following definitions shall apply:

       

      “Initial
        Payment Date” shall mean the first Payment Date for a Tranche
        of  [Series A] Rate Stabilization Bonds specified in the Expected
        Amortization Schedule which is attached as Schedule A
        hereto.

       

      “Minimum
        Denomination” shall mean $100,000, or integral multiples of $1,000 in excess
        thereof, except for one Rate Stabilization Bond of each Tranche which may
        be of
        a smaller denomination.

       

      “Rate
        Stabilization Bond Interest Rate” has the meaning set forth in Section
        2 of this Series Supplement.

       

      “Payment
        Date” has the meaning set forth in Section 3(b) of this Series
        Supplement.

       

      “Periodic
        Interest” has the meaning set forth in Section 3(d) of this Series
        Supplement.

       

      “Series
        Issuance Date” has the meaning set forth in Section 3(a) of this
        Series Supplement.

       

      SECTION
        6.    Delivery and Payment for the [Series A] Rate
        Stabilization Bonds; Form of the Series  A Rate Stabilization
        Bonds.  The Indenture Trustee shall deliver the [Series A] Rate
        Stabilization Bonds to the Issuer when authenticated in accordance with
Section 2.03 of

       

      
        
          
          

        

        
          
            EXHIBIT
              B

            5

          

          
            

          

        

        
          
          

        

      

       

      the
        Indenture.  The Series  A Rate Stabilization Bonds of each
        Tranche shall be in the form of Exhibits A-1 through A-[4] hereto.

       

      SECTION
        7.    Ratification of Agreement.  As
        supplemented by this Series Supplement, the Indenture is in all respects
        ratified and confirmed and the Indenture, as so supplemented by this Series
        Supplement, shall be read, taken, and construed as one and the same
        instrument.  This Series Supplement amends, modifies and supplements
        the Indenture only in so far as it relates to the [Series A] Rate Stabilization
        Bonds.

       

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

       

      SECTION
        9. 
 GOVERNING LAW.  THIS SERIES SUPPLEMENT 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 (OTHER THAN SECTION 5-1401
        OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND
        REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
        SUCH
        LAWS; PROVIDED THAT THE CREATION, ATTACHMENT AND PERFECTION OF ANY LIENS
        CREATED
        UNDER THE INDENTURE IN RATE STABILIZATION PROPERTY, AND ALL RIGHTS AND REMEDIES
        OF THE INDENTURE TRUSTEE AND THE HOLDERS WITH RESPECT TO SUCH RATE STABILIZATION
        PROPERTY, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF MARYLAND.

       

      SECTION
        10.   Issuer Obligation.  No recourse may be taken
        directly or indirectly, by the Holders with respect to the obligations of
        the
        Issuer on the Rate Stabilization Bonds, under the Indenture or under this
        Series
        Supplement or any certificate or other writing delivered in connection herewith
        or therewith, against (i) the Indenture Trustee or the Managers in their
        respective individual capacities, (ii) any owner of a limited liability company
        interest in the Issuer (including BGE) or (iii) any shareholder, partner,
        owner,
        beneficiary, agent, officer, director, employee or agent of the Indenture
        Trustee, the Managers or any owner of a limited liability company interest
        in
        the Issuer (including BGE) in its individual capacity, or of any successor
        or
        assign of any of them in their respective individual or corporate capacities,
        except as any such Person may have expressly agreed (it being understood
        that
        none of the Indenture Trustee, the Managers and BGE have any such obligations
        in
        their respective individual or corporate capacities).

       

      
        
          
          

        

        
          
            EXHIBIT
              B

            6

          

          
            

          

        

        
          
          

        

         

      

      IN
        WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Series
        Supplement to be duly executed by their respective officers thereunto duly
        authorized as of the first day of the month and year first above
        written.

       

      
        	 	
                RSB
                  BONDCO LLC, as Issuer

                 

                 

              
	 	
                By:

              	
                 

              
	 	
                 

                 

                 

              	
                Name:

                Title:

              
	 	
                 

                 

              	 
	 	
                ____________________,
                  as Indenture Trustee

                 

                 

              
	 	
                By:

              	 
	 	 	
                Name:

                Title:

              


      

      


      
        
          
          

        

        
          
            EXHIBIT
              B

            7

          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        A

       

      EXPECTED
        AMORTIZATION SCHEDULE


       

      OUTSTANDING
        PRINCIPAL BALANCE PER TRANCHE

      
 

       

      
        	
                
                  Payment
                    Date

                

              	
                
                  Tranche
                    A-1

                  Balance

                

              	
                
                  Tranche
                    A-2

                  Balance

                

              	
                
                  Tranche
                    A-3

                  Balance

                

              	
                
                  Tranche
                    A-4

                  Balance

                

              
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


      

      


      
        
          
          

        

        
          
            EXHIBIT
              B

            8

          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        C

       

      FORM
        OF INVESTOR LETTER OF REPRESENTATION

       

      [Date]

       

      _________,

      as
        Indenture Trustee

      [Address]

      Attention:  [______________]

      


      RSB
        BONDCO LLC,

      as
        Issuer

      [Address]

      Attention:  [______________]

      


      
        	
                    

              	
                Re:

              	
                RSB
                  BONDCO LLC Rate Stabilization Bonds - Series [ ],
                  Tranche [_-_]

              


      

       

      Ladies
        and Gentlemen:

       

      [___________________]
        (the
“Purchaser”) intends to purchase from [___________________]
        the [designate
        Rate
        Stabilization Bond]
        (the “Rate
        Stabilization Bond”), issued pursuant to that certain Indenture (the
“Indenture”), dated as of _______ __, 2007, among RSB BONDCO LLC, as
        Issuer (the “Issuer”), and _________, a _______ banking corporation, as
        indenture trustee (the “Indenture Trustee”) and that certain Series
        Supplement, dated as of [__________],
        2007 (the
“Series Supplement”) among the Issuer and the Indenture
        Trustee.  Capitalized terms used herein and not otherwise defined
        herein shall have the meanings set forth in the Indenture and, if not defined
        therein, as defined in the Series Supplement.

       

      In
        connection with the proposed transfer, the Purchaser represents and warrants
        to
        the Issuer and the Indenture Trustee that on [insert
        date of
        transfer],
        the
        Purchaser is either:

       

      (a)           a
        “qualified institutional buyer” as such term is defined in Rule 144A under
        the Securities Act of 1933, as amended (the “Securities Act”),
        or

       

      (b)           
        an “institutional accredited investor” as described in Rule 501(a)(l), (2), (3)
        or (7) under the Securities Act.

       

      
        
          
          

        

        
          
            EXHIBIT
              C

            1

          

          
            

          

        

        
          
          

        

      


                          Very
        truly
        yours,

       

                        [PURCHASER]

       

                          By:  __________________________

                                  Name:

                                  Title:

      
         

        
          
          

        

        
          
            EXHIBIT
              C

            2

          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        D

       

      FORM
        OF ERISA REPRESENTATION LETTER

       

      [Date]

       

      _________,

      as
        Indenture Trustee

      [Address]

      Attention:  [______________]

      


      RSB
        BONDCO LLC,

      as
        Issuer

      [Address]

      Attention:  [______________]

      


      
        	
                    

              	
                Re:

              	
                RSB
                  BONDCO LLC Rate Stabilization Bonds - Series [ ],
                  Tranche [_-_]

              


      

       

      Ladies
        and Gentlemen:

       

      [___________________]
        (the
“Purchaser”) intends to purchase from [___________________]
        the [designate
        Rate
        Stabilization Bond]
        (the “Rate
        Stabilization Bond”), issued pursuant to that certain Indenture (the
“Indenture”), dated as of ______ __, 2007 among RSB BONDCO LLC, as Issuer
        (the “Issuer”), and _________, a ________ banking corporation, as
        indenture trustee (the “Indenture Trustee”) and that certain Series
        Supplement, dated as of [__________],
        2007 (the
“Series Supplement”) among the Issuer and the Indenture
        Trustee.  Capitalized terms used herein and not otherwise defined
        herein shall have the meanings set forth in the Indenture and, if not defined
        therein, as defined in the Series Supplement.

       

      In
        connection with the proposed transfer, the Purchaser represents and warrants
        to
        the Issuer and the Indenture Trustee that the Purchaser is not, and on [insert
        date of
        transfer]
        will not be, and on such date will not be investing the funds of, (a) an
        “employee benefit plan” as defined in and subject to Title I of the Employee
        Retirement Income Security Act of 1974, as amended (“ERISA”), (b) a
“plan” as defined in and subject to Section 4975 of the Internal Revenue
        Code of
        1986, as amended (the "Code"), (c) an entity whose underlying assets include
        the
        assets of such employee benefit plan or plan or (d) a governmental or church
        plan which is subject to any federal, state or local law that is substantially
        similar to the provisions of Section 406 of ERISA or Section 4975 of the
        Code.

       

      
        
          
          

        

        
          
            EXHIBIT
              D

            1

          

          
            

          

        

        
          
          

        

      

      

                            Very
          truly
          yours,

         

                          [PURCHASER]

         

                            By:  __________________________

                                    Name:

                                    Title:

        
           

          
            
            

          

          
            
              EXHIBIT
                D

              2

            

            
              

            

          

          
            
            

          

        

EXHIBIT
        E

       

      SERVICING
        CRITERIA TO BE ADDRESSED

      BY
        INDENTURE TRUSTEE IN ASSESSMENT OF COMPLIANCE

      


      


      
        	
                Reg
                  AB

                Reference

              	
                Servicing
                  Criteria

              	
                Applicable
                  Indenture

                Trustee

                Responsibility

              


      

      
        	 	
                General
                  Servicing Considerations

              	 
	
                1122(d)(1)(i)

              	
                Policies
                  and procedures are instituted to monitor any performance or other
                  triggers
                  and events of default in accordance with the transaction
                  agreements.

              	 
	
                1122(d)(1)(ii)

              	
                If
                  any material servicing activities are outsourced to third parties,
                  policies and procedures are instituted to monitor the third party’s
                  performance and compliance with such servicing activities.

              	 
	
                1122(d)(1)(iii)

              	
                Any
                  requirements in the transaction agreements to maintain a back-up
                  servicer
                  for the pool assets are maintained.

              	 
	
                1122(d)(1)(iv)

              	
                A
                  fidelity bond and errors and omissions policy is in effect on the
                  party
                  participating in the servicing function throughout the reporting
                  period in
                  the amount of coverage required by and otherwise in accordance
                  with the
                  terms of the transaction agreements.

              	 
	 	
                Cash
                  Collection and Administration

              	 
	
                1122(d)(2)(i)

              	
                Payments
                  on pool assets are deposited into the appropriate custodial bank
                  accounts
                  and related bank clearing accounts no more than two (2) business
                  days
                  following receipt, or such other number of days specified in the
                  transaction agreements.

              	
                X

              
	
                1122(d)(2)(ii)

              	
                Disbursements
                  made via wire transfer on behalf of an obligor or to an investor
                  are made
                  only by authorized personnel.

              	
                X

              
	
                1122(d)(2)(iii)

              	
                Advances
                  of funds or guarantees regarding collections, cash flows or distributions,
                  and any interest or other fees charged for such advances, are made,
                  reviewed and approved as specified in the transaction
                  agreements.

              	 
	
                1122(d)(2)(iv)

              	
                The
                  related accounts for the transaction, such as cash reserve accounts
                  or
                  accounts established as a form of overcollateralization, are separately
                  maintained (e.g., with respect to commingling of cash) as set forth
                  in the
                  transaction agreements.

              	
                X

              
	
                1122(d)(2)(v)

              	
                Each
                  custodial account is maintained at a federally insured depository
                  institution as set forth in the transaction agreements. For purposes
                  of
                  this criterion, “federally insured depository institution” with respect to
                  a foreign financial institution means a foreign financial institution
                  that
                  meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                  Act.

              	 
	
                1122(d)(2)(vi)

              	
                Unissued
                  checks are safeguarded so as to prevent unauthorized
                  access.

              	 
	
                1122(d)(2)(vii)

              	
                Reconciliations
                  are prepared on a monthly basis for all asset-backed securities
                  related
                  bank accounts, including custodial accounts and related bank clearing
                  accounts. These reconciliations are (A) mathematically accurate;
                  (B)
                  prepared within thirty (30) calendar days after the bank statement
                  cutoff
                  date, or such other number of days specified in the transaction
                  agreements; (C) reviewed and approved by someone other than the
                  person who
                  prepared the reconciliation; and (D) contain explanations for reconciling
                  items. These reconciling items are resolved within ninety (90)
                  calendar
                  days of their original identification, or such other number of
                  days
                  specified in the transaction agreements.

              	 
	 	
                Investor
                  Remittances and Reporting

              	 
	
                1122(d)(3)(i)

              	
                Reports
                  to investors, including those to be filed with the SEC, are maintained
                  in
                  accordance with the transaction agreements and applicable SEC
                  requirements. Specifically, such reports (A) are prepared in accordance
                  with timeframes and other terms set forth in the transaction agreements;
                  (B) provide information calculated in accordance with the terms
                  specified
                  in the transaction agreements; (C) are filed with the SEC as required
                  by
                  its rules and regulations; and (D) agree with investors’ or the trustee’s
                  records as to the total unpaid principal balance and number of
                  pool assets
                  serviced by the servicer.

              	 
	
                1122(d)(3)(ii)

              	
                Amounts
                  due to investors are allocated and remitted in accordance with
                  timeframes,
                  distribution priority and other terms set forth in the transaction
                  agreements.

              	
                X

              
	
                1122(d)(3)(iii)

              	
                Disbursements
                  made to an investor are posted within two (2) business days to
                  the
                  servicer’s investor records, or such other number of days specified in the
                  transaction agreements.

              	
                X

              


      

       

      
        
          
          

        

        
          
            EXHIBIT
              E

            1

          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  Reg
                    AB

                  Reference

                	
                  Servicing
                    Criteria

                	
                  Applicable
                    Indenture

                  Trustee

                  Responsibility

                


        

      

      
        	
                1122(d)(3)(iv)

              	
                Amounts
                  remitted to investors per the investor reports agree with cancelled
                  checks, or other form of payment, or custodial bank
                  statements.

              	
                X

              
	 	
                Pool
                  Asset Administration

              	 
	
                1122(d)(4)(i)

              	
                Collateral
                  or security on pool assets is maintained as required by the transaction
                  agreements or related pool asset documents.

              	
                X*

              
	
                1122(d)(4)(ii)

              	
                Pool
                  assets and related documents are safeguarded as required by the
                  transaction agreements.

              	 
	
                1122(d)(4)(iii)

              	
                Any
                  additions, removals or substitutions to the asset pool are made,
                  reviewed
                  and approved in accordance with any conditions or requirements
                  in the
                  transaction agreements.

              	 
	
                1122(d)(4)(iv)

              	
                Payments
                  on pool assets, including any payoffs, made in accordance with
                  the related
                  pool asset documents are posted to the servicer’s obligor records
                  maintained no more than two (2) business days after receipt, or
                  such other
                  number of days specified in the transaction agreements, and allocated
                  to
                  principal, interest or other items (e.g., escrow) in accordance
                  with the
                  related pool asset documents.

              	 
	
                1122(d)(4)(v)

              	
                The
                  servicer’s records regarding the pool assets agree with the servicer’s
                  records with respect to an obligor’s unpaid principal
                  balance.

              	 
	
                1122(d)(4)(vi)

              	
                Changes
                  with respect to the terms or status of an obligor's pool assets
                  (e.g.,
                  loan modifications or re-agings) are made, reviewed and approved
                  by
                  authorized personnel in accordance with the transaction agreements
                  and
                  related pool asset documents.

              	 
	
                1122(d)(4)(vii)

              	
                Loss
                  mitigation or recovery actions (e.g., forbearance plans, modifications
                  and
                  deeds in lieu of foreclosure, foreclosures and repossessions, as
                  applicable) are initiated, conducted and concluded in accordance
                  with the
                  timeframes or other requirements established by the transaction
                  agreements.

              	 
	
                1122(d)(4)(viii)

              	
                Records
                  documenting collection efforts are maintained during the period
                  a pool
                  asset is delinquent in accordance with the transaction agreements.
                  Such
                  records are maintained on at least a monthly basis, or such other
                  period
                  specified in the transaction agreements, and describe the entity’s
                  activities in monitoring delinquent pool assets including, for
                  example,
                  phone calls, letters and payment rescheduling plans in cases where
                  delinquency is deemed temporary (e.g., illness or
                  unemployment).

              	 
	
                1122(d)(4)(ix)

              	
                Adjustments
                  to interest rates or rates of return for pool assets with variable
                  rates
                  are computed based on the related pool asset documents.

              	 
	
                1122(d)(4)(x)

              	
                Regarding
                  any funds held in trust for an obligor (such as escrow accounts):
                  (A) such
                  funds are analyzed, in accordance with the obligor’s pool asset documents,
                  on at least an annual basis, or such other period specified in
                  the
                  transaction agreements; (B) interest on such funds is paid, or
                  credited,
                  to obligors in accordance with applicable pool asset documents
                  and state
                  laws; and (C) such funds are returned to the obligor within thirty
                  (30)
                  calendar days of full repayment of the related pool assets, or
                  such other
                  number of days specified in the transaction agreements.

              	 
	
                1122(d)(4)(xi)

              	
                Payments
                  made on behalf of an obligor (such as tax or insurance payments)
                  are made
                  on or before the related penalty or expiration dates, as indicated
                  on the
                  appropriate bills or notices for such payments, provided that such
                  support
                  has been received by the servicer at least thirty (30) calendar
                  days prior
                  to these dates, or such other number of days specified in the transaction
                  agreements.

              	 
	
                1122(d)(4)(xii)

              	
                Any
                  late payment penalties in connection with any payment to be made
                  on behalf
                  of an obligor are paid from the servicer’s funds and not charged to the
                  obligor, unless the late payment was due to the obligor’s error or
                  omission.

              	 
	
                1122(d)(4)(xiii)

              	
                Disbursements
                  made on behalf of an obligor are posted within two (2) business
                  days to
                  the obligor’s records maintained by the servicer, or such other number of
                  days specified in the transaction agreements.

              	 
	
                1122(d)(4)(xiv)

              	
                Delinquencies,
                  charge-offs and uncollectible accounts are recognized and recorded
                  in
                  accordance with the transaction agreements.

              	 
	
                1122(d)(4)(xv)

              	
                Any
                  external enhancement or other support, identified in Item 1114(a)(1)
                  through (3) or Item 1115 of Regulation AB, is maintained as set
                  forth in
                  the transaction agreements.

              	 


      

      


      *With
        respect to its custodial functions relating to the Collection Account and
        the
        TPC Deposit Account.

      
         

        
          
          

        

        
          
            EXHIBIT
              E

            2

          

          
            

          

        

        
          
          

        

      


      APPENDIX
        A

       

      DEFINITIONS

       

      This
        is
Appendix A to the Indenture.

       

      Defined
        Terms.  As used in the Indenture, the Sale Agreement, the LLC
        Agreement, the Servicing Agreement, the Administration Agreement, any Series
        Supplement or any other Basic Document as hereinafter defined, as the case
        may
        be (unless the context requires a different meaning), the following terms
        have
        the following meanings:

       

      “Act”
        is defined in Section 10.03(a) of the Indenture.

       

      “Actual
        QRSC Collections” means the sum of the QRSC Payments which are actually
        received by the Servicer, directly or indirectly (including through a
        Third-Party Collector), from or on behalf of Customers less an allowance
        for
        Charge-Offs.

       

      “Addition
        Notice” means, with respect to the transfer of Subsequent Rate Stabilization
        Property to the Issuer pursuant to Section 2.02 of the Sale Agreement,
        notice, which shall be given by the Seller to the Issuer and the Rating Agencies
        not later than ten (10) days prior to the related Subsequent Transfer Date,
        specifying the Subsequent Transfer Date for such Subsequent Rate Stabilization
        Property.

       

      “Administration
        Agreement” means the Administration Agreement, dated as of ______________,
        2007, by and between BGE and the Issuer, as the same may be amended, restated,
        supplemented or otherwise modified from time to time.

       

      “Administration
        Fee” is defined in Section 2 of the Administration
        Agreement.

       

      “Affiliate”
        means, with respect to any specified Person, any other Person controlling
        or
        controlled by or under common control with such specified Person.  For
        the purposes of this definition, “control” when used with respect to any
        specified Person means the power to direct the management and policies of
        such
        Person, directly or indirectly, whether through the ownership of voting
        securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.

       

      “Agency
        Office” means the office of the Issuer maintained pursuant to Section
        3.02 of the Indenture.

       

      “Amendatory
        Tariff” means an amendment or revision to a Tariff regarding the Qualified
        Rate Stabilization Charge filed with the PSC.

       

      “Annual
        Accountant’s Report” is defined in Section 3.04 of the Servicing
        Agreement.

       

       “Applicable
        Qualified Rate Order” means, with respect to any Series, the Qualified Rate
        Order authorizing the creation of the Rate Stabilization Property pledged
        as
        collateral for such Series.

       

      
        
          
          

        

        
          Appendix
            A-1

          
            

          

        

        
          
          

        

      

       

      “Applicable
        Third-Party Collector” means, with respect to each Customer, the Third-Party
        Collector, if any, responsible for billing and collecting all charges to
        such
        Customer, including the Qualified Rate Stabilization Charges.

       

      “Application”
        means the Application of BGE for a Qualified Rate Order to securitize rate
        stabilization and other qualified costs filed by BGE with the PSC dated November
        3, 2007 pursuant to the Rate Stabilization Law, or any subsequent similar
        Application of BGE.

       

      “Bankruptcy
        Code” means Title 11 of the United States Code (11 U.S.C. § 101 et
        seq.), as amended from time to time.

       

      “Basic
        Documents” means the Indenture, the Rate Stabilization Bonds, the
        Administration Agreement, the Sale Agreement, the Certificate of Formation,
        the
        LLC Agreement, the Servicing Agreement, each Series Supplement, each Letter
        of
        Representations, each Underwriting Agreement and all other documents and
        certificates delivered in connection therewith.

       

      “Benefit
        Plan” means, with respect to any Person, any defined benefit plan (as
        defined in Section 3(35) of ERISA) that (a) is or was at any time during
        the
        past six years maintained by such Person or any ERISA Affiliate of such person,
        or to which contributions by any such Person are or were at any time during
        the
        past six (6) years required to be made or under which such Person has or
        could
        have any liability or (b) is subject to the provisions of Title IV of
        ERISA.

       

      “BGE”
        means Baltimore Gas and Electric Company, a Maryland corporation and any
        of its
        successors or permitted assigns.

       

      “Bill”
        or “Bills” means each of the regular monthly bills, summary bills,
        Opening Bills and Closing Bills issued to Customers by BGE or Third-Party
        Collectors or to Third-Party Collectors by BGE on its own behalf and in its
        capacity as Servicer.

       

      “Bill
        of Sale” means a bill of sale substantially in the form of Exhibit A to the
        Sale Agreement and delivered pursuant to Section 2.03(i) of the Sale
        Agreement.

       

      “Billed
        QRSCs” is defined in Annex I to the Servicing Agreement.

       

      “Billing
        Period” means the period created by dividing the calendar year into twelve
        (12) consecutive periods of approximately twenty-one (21) Servicer Business
        Days.

       

      “Book-Entry
        Form” means, with respect to any Rate Stabilization Bond or Series of Rate
        Stabilization Bonds, that such Rate Stabilization Bond or Series is not
        certificated and the ownership and transfers thereof shall be made through
        book
        entries by a Clearing Agency as described in Section 2.11 of the
        Indenture and the applicable Series Supplement pursuant to which such Rate
        Stabilization Bond or Series was issued.

       

      “Book-Entry
        Rate Stabilization Bonds” means any Rate Stabilization Bonds issued in
        Book-Entry Form; provided, however, that after the occurrence of a
        condition whereupon book-entry registration and transfer are no longer permitted
        and Definitive Rate

       

      
        
          
          

        

        
          Appendix
            A-2

          
            

          

        

        
          
          

        

      

       

      Stabilization
        Bonds are to be issued to the Holder of such Rate Stabilization Bonds, such
        Rate
        Stabilization Bonds shall no longer be “Book-Entry Rate Stabilization
        Bonds”.

       

      “Business
        Day” means any day other than a Saturday, a Sunday or a day on which banking
        institutions in Baltimore, Maryland or New York, New York are, or DTC is,
        authorized or obligated by law, regulation or executive order to remain
        closed.

       

      “Calculation
        Period” for any Series means initially, the period commencing on its Series
        Issuance Date and ending on the six month anniversary date of the Series
        Issuance Date and, thereafter, each period of six Collection Periods ending
        immediately preceding the next Semi-Annual True-Up Adjustment Date;
provided, that, with respect to a Quarterly True-Up Adjustment, the
        Calculation Period for such Quarterly True-Up Adjustment shall mean each
        period
        of three Collection Periods ending immediately preceding the next Quarterly
        True-Up Adjustment Date; and, provided, that, if an Interim True-Up
        Adjustment is required, then the Calculation Period for such Interim True-Up
        Adjustment shall mean the Collection Periods commencing with the date on
        which
        such Interim True-Up Adjustment is implemented and ending on the date
        immediately preceding the next Semi-Annual True-Up Adjustment Date, or
        Quarterly  True-Up Adjustment Date, as applicable.

       

      “Capital
        Contribution” means the amount of cash contributed to the Issuer by the
        Member as specified in the LLC Agreement.

       

      “Capital
        Subaccount” is defined in Section 8.02(a) of the
        Indenture.

       

      “Certificate
        of Compliance” means the certificate referred to in Section 3.03 of
        the Servicing Agreement and substantially in the form of Exhibit B
        attached to the Servicing Agreement.

       

      “Certificate
        of Formation” means the Certificate of Formation filed with the Secretary of
        State of the State of Delaware on March 8, 2007 pursuant to which the Issuer
        was
        formed, as amended or amended and restated from time to time.

       

      “Charge-Offs”
        means arrears that that have been written off to bad debt expense in accordance
        with generally accepted accounting principles.

       

      “Claim”
        means a “claim” as defined in Section 101(5) of the Bankruptcy
        Code.

       

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

       

      “Clearing
        Agency Participant” means a securities broker, dealer, bank, trust company,
        clearing corporation or other financial institution or other Person for whom
        from time to time a Clearing Agency effects book entry transfers and pledges
        of
        securities deposited with the Clearing Agency.

       

      “Closing
        Bill” means the final Bill issued to a Customer at the time electric service
        is terminated.

       

      
        
          
          

        

        
          Appendix
            A-3

          
            

          

        

        
          
          

        

      

       

      “Closing
        Date” means _______________, 2007.

       

      “Code”
        means the Internal Revenue Code of 1986, as amended.

       

      “Collection
        Account” means, with respect to any Series, the account established and
        maintained by the Indenture Trustee in accordance with Section 8.02(a) of
        the Indenture and any subaccounts contained therein.

       

      “Collection
        Period” means any period commencing on the first Servicer Business Day of
        any Billing Period and ending on the last Servicer Business Day of such Billing
        Period.

       

      “Collections
        Curve” means a forecast, prepared on an annual basis for twelve-month
        periods, of the percentages of amounts billed in each Billing Period that
        are
        expected to be received, without regard to Charge-Offs, on each Business
        Day
        during that Billing Period and during each of the following six
        months.

       

      “Corporate
        Trust Office” means the principal office of the Indenture Trustee at which,
        at any particular time, its corporate trust business shall be administered,
        which office as of the Closing Date is located at
        ___________________________________, Attention: ________________, Telephone:
        ___________________, Facsimile: ________________ or at such other address
        as the
        Indenture Trustee may designate from time to time by notice to the Holders
        of
        Rate Stabilization Bonds and the Issuer, or the principal corporate trust
        office
        of any successor trustee by like notice.

       

      “Covenant
        Defeasance Option” is defined in Section 4.01(b) of the
        Indenture.

       

      “Customers”
        means all existing and future residential electric customers of BGE and all
        other existing and future residential electric customers who are obligated
        to
        pay Qualified Rate Stabilization Charges pursuant to any Qualified Rate Order
        or
        any Tariff.

       

      “Daily
        Remittance” is defined in Section 6.10(a) of the Servicing
        Agreement.

       

      “Default”
        means any occurrence that is, or with notice or the lapse of time or both
        would
        become, an Event of Default as defined in Section 5.01 of the
        Indenture.

       

      “Definitive
        Rate Stabilization Bonds” means Rate Stabilization Bonds issued in
        definitive form in accordance with  Section 2.13 of the
        Indenture.

       

      “Delaware
        Financing Statements” means one or more Uniform Commercial Code financing
        statements to be filed in the appropriate filing office in the State of
        Delaware.

       

      “Delaware
        UCC” means the Uniform Commercial Code as in effect on the date hereof in
        the State of Delaware.

       

      “Depositing
        TPC” means a Third-Party Collector who provides a cash deposit pursuant to
        Section 3.05(e) of the Servicing Agreement.

       

      “DTC”
        means The Depository Trust Company or any successor thereto.

       

      
        
          
          

        

        
          Appendix
            A-4

          
            

          

        

        
          
          

        

      

       

      “Electric
        Bill” or “Electric Bills” means the portion of each of the regular
        monthly bills, summary bills, Opening Bills and Closing Bills issued to
        Customers by BGE or Third-Party Collectors or to Third-Party Collectors by
        BGE
        on its own behalf and in its capacity as Servicer reflecting the amount owed
        by
        the Customer for electric service, including, but not limited to Billed
        QRSCs.

       

      “Eligible
        Account” means either a segregated non-interest-bearing trust account (a)
        with an Eligible Institution or (b) 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
        Institution” means:

       

      (a)           the
        corporate trust department of the Indenture Trustee or a subsidiary thereof,
        so
        long as any of the securities of the Indenture Trustee or a subsidiary thereof
        have a credit rating from each Rating Agency in one of its generic rating
        categories which signifies investment grade; or

       

      (b)           a
        depository institution organized under the laws of the United States of America
        or any State (or any domestic branch of a foreign bank), which (i) has either
        (A) a long-term unsecured debt rating of AAA by Standard & Poor’s, A2 by
        Moody’s, and AAA by Fitch or (B) a certificate of deposit 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.

       

      If
        so
        qualified under clause (b) above, the Indenture Trustee may be considered
        an Eligible Institution for the purposes of clause (a) of this
        definition.

       

      “Eligible
        Investments” mean instruments or investment property which
        evidence:

       

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

       

      demand
        deposits, time deposits, certificates of deposit or bankers’ acceptances of
        depository institutions meeting the requirements of clause (b) of the
        definition of Eligible Institution;

       

      commercial
        paper (other than commercial paper of BGE or any of its Affiliates) having,
        at
        the time of the investment or contractual commitment to invest therein, a
        rating
        from each of the Rating Agencies from which a rating is available in the
        highest
        investment category granted thereby;

       

      investments
        in money market funds having a rating in the highest investment category
        granted
        thereby (including funds for which the Indenture Trustee or any of
        its

       

      
        
          
          

        

        
          Appendix
            A-5

          
            

          

        

        
          
          

        

      

       

      Affiliates
        is investment manager or advisor) from Moody’s, Standard & Poor’s and Fitch,
        if rated by Fitch;

       

      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
        depository institutions or trust companies meeting the requirements of clause
        (b) of the definition of Eligible Institutions;

       

      repurchase
        obligations with respect to any security or whole loan entered into
        with:

       

      (i)                      a
        depository institution or trust company (acting as principal) meeting the
        requirements of clause (b) of the definition of Eligible
        Institutions,

       

      (ii)           a
        broker/dealer (acting as principal) registered as a broker or dealer under
        Section 15 of the Exchange Act (any broker/dealer being referred to in this
        definition as a “broker/dealer”), the unsecured short-term debt obligations of
        which are rated at least “P-1” by Moody’s, “A-1+” by Standard & Poor’s and,
        if Fitch provides a rating thereon, “F-1+” by Fitch at the time of entering into
        this repurchase obligation, or

       

      (iii)           an
        unrated broker/dealer, acting as principal, that is a wholly-owned subsidiary
        of
        a non-bank or bank holding company the unsecured short-term debt obligations
        of
        which are rated at least “P-1” by Moody’s, “A-1+” by Standard & Poor’s and,
        if Fitch provides a rating thereon, “F-1+” by Fitch at the time of purchase so
        long as the obligations of such unrated broker/dealer are unconditionally
        guaranteed by such non-bank or bank holding company; and

       

      any
        other
        investment permitted by each of the Rating Agencies;

       

      in
        each
        case maturing not later than the Business Day immediately preceding the next
        Payment Date or Special Payment Date, if applicable (for the avoidance of
        doubt,
        investments in money market funds or similar instruments which are redeemable
        on
        demand shall be deemed to satisfy the foregoing
        requirement).  Notwithstanding the foregoing, any securities or
        investments which mature in thirty-two (32) days or more shall not be “Eligible
        Investments” unless the issuer thereof has a long-term unsecured debt rating of
        at least A1 from Moody’s and A+ from Standard & Poor’s, any securities or
        investments described in clauses (b) through (f) above which
        have  maturities of less than or equal to three (3) months shall not
        be “Eligible Investments” unless the issuer thereof has a long-term and
        short-term unsecured debt rating of at least A1/P-1 from Moody’s and any
        securities or investments described in clauses (b) through (f)
        above which  have maturities of more than three (3) months shall not
        be an “Eligible Investment” unless the issuer thereof has a long-term and
        short-term unsecured debt rating of at least Aa3/P-1 from Moody’s.

       

      “ERISA”
        means the Employee Retirement Income Security Act of 1974, as
        amended.

       

      
        
          
          

        

        
          Appendix
            A-6

          
            

          

        

        
          
          

        

      

       

      “ERISA
        Affiliate” means with respect to any Person at any time, each trade or
        business (whether or not incorporated) that would, at that time, be treated
        together with such Person as a single employer under Section 401 of ERISA
        or
        Section 414(b), (c), (m) or (o) of the Code.

       

      “Estimated
        QRSC Collections” means the sum of the QRSC Payments which are deemed to
        have been received by the Servicer, directly or indirectly (including through
        a
        Third-Party Collector), from or on behalf of Customers, based on the Collections
        Curve less an allowance for Charge-Offs, to be remitted to the Collection
        Account.

       

      “Event
        of Default” is defined in Section 5.01 of the Indenture.

       

      “Excess
        Funds Subaccount” is defined in Section 8.02(a) of the
        Indenture.

       

      “Excess
        Remittance” means the amount, if any, calculated for a particular
        Reconciliation Period, by which all Estimated QRSC Collections remitted to
        the
        Collection Account during such Reconciliation Period exceed Actual QRSC
        Collections during such Reconciliation Period.

       

      “Exchange
        Act” means the Securities Exchange Act of 1934, as amended.

       

      “Expected
        Amortization Schedule” means, with respect to any Series or Tranche, the
        expected amortization schedule for such Series or Tranche set forth in the
        related Series Supplement.

       

      “FDIC”
        means the Federal Deposit Insurance Corporation or any Governmental Authority
        succeeding to the duties of such agency.

       

      “Federal
        Book-Entry Regulations” means 31 C.F.R. Part 357 et seq. (Department of
        Treasury).

       

      “Federal
        Book-Entry Securities” means securities issued in book-entry form by the
        United States Treasury.

       

      “FERC”
        means the Federal Energy Regulatory Commission or any Governmental Authority
        succeeding to the duties of such commission.

       

      “Final”
        means, with respect to any Qualified Rate Order, that such Qualified Rate
        Order
        has become final, is not being appealed and that the time for filing an appeal
        therefrom has expired.

       

      “Final
        Maturity Date” means, with respect to any Series or Tranche of Rate
        Stabilization Bonds, the Final Maturity Date therefor, as specified in the
        related Series Supplement.

       

      “Financial
        Asset” means “financial asset” as set forth in Section 8-102(a)(9) of the NY
        UCC.

       

      
        
          
          

        

        
          Appendix
            A-7

          
            

          

        

        
          
          

        

      

       

      “Financing
        Credit Order” means the Financing Credit Order dated December 28, 2006, as
        corrected on January 2, 2007, issued by the PSC (Order No. 81182).

       

       “Fitch”
        means Fitch, Inc. or any successor thereto.

       

      “General
        Subaccount” is defined in Section 8.02(a) of the
        Indenture.

       

      “Global
        Rate Stabilization Bond” means a Rate Stabilization Bond evidencing all or
        any part of a Series of Rate Stabilization Bonds to be issued to the Holders
        thereof in Book-Entry Form, which Global Rate Stabilization Bond shall be
        issued
        to the Clearing Agency, or its nominee, for such Series, in accordance with
        Section 2.11 of the Indenture and the applicable Series Supplement
        pursuant to which the Rate Stabilization Bond is issued.

       

      “Governmental
        Authority” means any nation or government, any federal, state, local or
        other political subdivision thereof and any court, administrative agency
        or
        other instrumentality or entity exercising executive, legislative, judicial,
        regulatory or administrative function of government.

       

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

       

      “Holder”,
        “Registered Holder” or “Bondholder” means the Person in whose name a Rate
        Stabilization Bond is registered on the Rate Stabilization Bond
        Register.

       

      “Indenture”
        means the Indenture, dated as of _______________, 2007, by and between the
        Issuer and ______________, a ________________ banking corporation, as Indenture
        Trustee and as Securities Intermediary, as originally executed and, as from
        time
        to time supplemented or amended by one or more Series Supplements or indentures
        supplemental thereto entered into pursuant to the applicable provisions of
        the
        Indenture, as so supplemented or amended, or both, and shall include the
        forms
        and terms of the Rate Stabilization Bonds established thereunder.

       

      “Indenture
        Trustee” means _____________________, a ______________ banking corporation,
        as indenture trustee for the benefit of the Secured Parties, or any successor
        indenture trustee under the Indenture.

       

      “Independent”
        means, when used with respect to any specified Person, that the Person (a)
        is in
        fact independent of the Issuer, any other obligor on the Rate Stabilization
        Bonds,

       

      
        
          
          

        

        
          Appendix
            A-8

          
            

          

        

        
          
          

        

      

       

      the
        Seller, the Servicer and any Affiliate of any of the foregoing Persons, (b)
        does
        not have any direct financial interest or any material indirect financial
        interest in the Issuer, any such other obligor, the Seller, the Servicer
        or any
        Affiliate of any of the foregoing Persons and (c) is not connected with the
        Issuer, any such other obligor, the Seller, the Servicer or any Affiliate
        of any
        of the foregoing Persons as an officer, employee, promoter, underwriter,
        trustee, partner, director (other than as an independent director or manager)
        or
        person performing similar functions.

       

      “Independent
        Certificate” means a certificate or opinion to be delivered to the Indenture
        Trustee under the circumstances described in, and otherwise complying with,
        the
        applicable requirements of Section 10.01 of the Indenture, made by an
        Independent appraiser or other expert appointed by an Issuer Order and consented
        to by the Indenture Trustee, and such opinion or certificate shall state
        that
        the signer has read the definition of “Independent” in the Indenture and that
        the signer is Independent within the meaning thereof.

       

      “Independent
        Manager” is defined in Section 4.01 of the LLC
        Agreement.

       

      “Independent
        Manager Fee” is defined in Section 4.01(a) of the LLC
        Agreement.

       

      “Indirect
        Participant” means a securities broker, dealer, bank, trust company or other
        Person that clears through or maintains a custodial relationship with a Clearing
        Agency Participant, either directly or indirectly.

       

      “Initial
        Payment Date” means the first Payment Date set forth in the Expected
        Amortization Schedule relating to any Series or Tranche.

       

      “Initial
        Qualified Rate Order ” means the final Qualified Rate Order dated December
        28, 2006 issued by the PSC pursuant to the Rate Stabilization Law, Case No.
        9089
        (Order No. 81181).

       

      “Initial
        Rate Stabilization Bonds” means the [Series A] Rate Stabilization Bonds
        issued pursuant to the Initial Qualified Rate Order.

       

      “Initial
        Rate Stabilization Property” means all Rate Stabilization Property created
        in favor of the Issuer pursuant to the Initial Qualified Rate Order, including
        the right to impose, collect and receive the Qualified Rate Stabilization
        Charges authorized in the Initial Qualified Rate Order, and sold, transferred,
        assigned, set over and conveyed by the Seller to the Issuer as of the Closing
        Date pursuant to the Sale Agreement.

       

      “Initial
        Tariff” means the initial Tariff filed with the PSC to evidence the
        Qualified Rate Stabilization Charges pursuant to the Initial Qualified Rate
        Order.

       

      “Insolvency
        Event” means, with respect to a specified Person, (a) the filing of a decree
        or order for relief by a court having jurisdiction in the premises in respect
        of
        such Person or any substantial part of its property in an involuntary case
        under
        any applicable federal or state bankruptcy, insolvency or other similar law
        now
        or hereafter in effect, or appointing a receiver, liquidator, assignee,
        custodian, trustee, sequestrator or similar official for such Person or for
        any
        substantial part of its property, or ordering the winding-up or liquidation
        of
        such Person’s affairs, and such decree or order shall remain unstayed and in
        effect for a period of sixty (60)

       

      
        
          
          

        

        
          Appendix
            A-9

          
            

          

        

        
          
          

        

      

       

      consecutive
        days; or (b) the commencement by such Person of a voluntary case under any
        applicable federal or state bankruptcy, insolvency or other similar law now
        or
        hereafter in effect, or the consent by such Person to the entry of an order
        for
        relief in an involuntary case under any such law, or the consent by such
        Person
        to the appointment of or taking possession by a receiver, liquidator, assignee,
        custodian, trustee, sequestrator or similar official for such Person or for
        any
        substantial part of its property, or the making by such Person of any general
        assignment for the benefit of creditors, or the failure by such Person generally
        to pay its debts as such debts become due, or the taking of action by such
        Person in furtherance of any of the foregoing.

       

      “Insolvency
        Law” means any applicable federal or state bankruptcy, insolvency or other
        similar law now or hereafter in effect.

       

      “Interim
        True-Up Adjustment” means each adjustment to the Qualified Rate
        Stabilization Charges made pursuant to the terms of the related Qualified
        Rate
        Order and in accordance with Section 4.01(b)(ii) of the Servicing
        Agreement.

       

      “Interim
        True-Up Adjustment Date” means the effective date of any Interim True-Up
        Adjustment.

       

      “Internal
        Revenue Service” means the Internal Revenue Service of the United States of
        America.

       

      “Investment
        Company Act” means the Investment Company Act of 1940, as
        amended.

       

      “Investment
        Earnings” means investment earnings on funds deposited in the Collection
        Account net of losses and investment expenses.

       

      “Issuance
        Advice Letter” means the final Issuance Advice Letter filed with the PSC
        pursuant to the Qualified Rate Order with respect to any Qualified Rate
        Stabilization Charges.

       

      “Issuer”
        means RSB BondCo LLC, a Delaware limited liability company, named as such
        in the
        Indenture until a successor replaces it and, thereafter, means the successor
        and, for purposes of any provision contained herein and required by the TIA,
        each other obligor on the Rate Stabilization Bonds.

       

      “Issuer
        Order” and “Issuer Request” mean a written order or request signed in
        the name of the Issuer by any one of its Responsible Officers and delivered
        to
        the Indenture Trustee or Paying Agent, as applicable.

       

      “Legal
        Defeasance Option” is defined in Section 4.01(b) of the
        Indenture.

       

      “Letter
        of Representations” means any applicable agreement between the Issuer and
        the applicable Clearing Agency, with respect to such Clearing Agency’s rights
        and obligations (in its capacity as a Clearing Agency) with respect to any
        Book-Entry Rate Stabilization Bonds, as the same may be amended, supplemented,
        restated or otherwise modified from time to time.

       

      
        
          
          

        

        
          Appendix
            A-10

          
            

          

        

        
          
          

        

      

       

      “Lien”
        means a security interest, lien, mortgage, charge, pledge, claim, equity
        or
        encumbrance of any kind.

       

      “LLC
        Act” means the Delaware Limited Liability Company Act, as
        amended.

       

      “LLC
        Agreement” means the Amended and Restated Limited Liability Company
        Agreement of RSB BondCo LLC, dated as of _____________________, 2007, as
        the
        same may be amended, restated, supplemented or otherwise modified from time
        to
        time.

       

      “Losses”
        means (i) any and all amounts of principal and interest on the Rate
        Stabilization Bonds not paid when due or when scheduled to be paid in accordance
        with their terms and the amounts of any deposits by or to the Issuer required
        to
        have been made in accordance with the terms of the Basic Documents or any
        Qualified Rate Order which are not made when so required and (ii) any and
        all
        other liabilities, obligations, losses, claims, damages, payments, costs
        or
        expenses of any kind whatsoever.

       

      “Manager”
        means each manager of the Issuer under the LLC Agreement.

       

      “Maryland
        UCC” means the Uniform Commercial Code as in effect on the date hereof in
        the State of Maryland.

       

      “Member”
        has the meaning specified in the first paragraph of the LLC
        Agreement.

       

      “Minimum
        Denomination” shall mean $100,000, or integral multiples of $1,000 in excess
        thereof, except for one Rate Stabilization Bond of each Tranche which may
        be of
        a smaller denomination.

       

      “Monthly
        Servicer’s Certificate” means a certificate, substantially in the form of
Exhibit A to the Servicing Agreement, completed and executed by a
        Responsible Officer of the Servicer pursuant to Section 3.01(b)(i) of the
        Servicing Agreement.

       

      “Moody’s”
        means Moody’s Investors Service, Inc. or any successor thereto.

       

      “Notice
        of Default” is defined in Section 5.01 of the Indenture.

       

      “NY
        UCC” means the Uniform Commercial Code as in effect on the date hereof in
        the State of New York.

       

      “Officer’s
        Certificate” means a certificate signed by a Responsible Officer of the
        Issuer under the circumstances described in, and otherwise complying with,
        the
        applicable requirements of Section 10.01 of the Indenture, and delivered
        to the Indenture Trustee.

       

      “Opening
        Bill” means the first Bill issued to a Customer at the time electric service
        is initiated.

       

      “Operating
        Expenses” means all fees, costs, expenses and indemnity payments of the
        Issuer, including all amounts owed by the Issuer to the Indenture Trustee,
        any
        Manager,

       

      
        
          
          

        

        
          Appendix
            A-11

          
            

          

        

        
          
          

        

      

       

      including
        any Independent Manager, legal and accounting fees of the Issuer, Rating
        Agency
        fees, costs and expenses of the Servicer under the Servicing Agreement,
        including legal costs of the Servicer under Section 5.02(d) of the Servicing
        Agreement, costs and expenses of the Seller under the Sale Agreement, including
        legal costs of the Seller under Section 4.07 of the Sale Agreement, and any
        taxes owed on investment income in the Collection Account, but excluding
        the
        Servicing Fee and the Administration Fee.

       

      “Opinion
        of Counsel” means one or more written opinions of counsel who may, except as
        otherwise expressly provided in the Basic Documents, be employees of or counsel
        to the party providing such opinion of counsel, which counsel shall be
        reasonably acceptable to the party receiving such opinion of counsel, and
        shall
        be in form and substance reasonably acceptable to such party.

       

      “Outstanding”
        means, as of the date of determination, all Rate Stabilization Bonds theretofore
        authenticated and delivered under this Indenture except:

       

      Rate
        Stabilization Bonds theretofore canceled by the Rate Stabilization Bond
        Registrar or delivered to the Rate Stabilization Bond Registrar for
        cancellation;

       

      Rate
        Stabilization Bonds or portions thereof the payment for which money in the
        necessary amount has been theretofore irrevocably deposited with the Indenture
        Trustee or any Paying Agent in trust for the Holders of such Rate Stabilization
        Bonds; and

       

      Rate
        Stabilization Bonds in exchange for or in lieu of other Rate Stabilization
        Bonds
        which have been issued pursuant to this Indenture unless proof satisfactory
        to
        the Indenture Trustee is presented that any such Rate Stabilization Bonds
        are
        held by a Protected Purchaser;

       

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

       

      “Outstanding
        Amount” means the aggregate principal amount of all Rate Stabilization Bonds
        or, if the context requires, all Rate Stabilization Bonds of a Series or
        Tranche, Outstanding at the date of determination.

       

      
        
          
          

        

        
          Appendix
            A-12

          
            

          

        

        
          
          

        

      

       

      “Paying
        Agent” means with respect to the Indenture, the Indenture Trustee and any
        other Person appointed as a paying agent for the Rate Stabilization Bonds
        pursuant to the Indenture.

       

      “Payment
        Date” means, with respect to any Series or Tranche of Rate Stabilization
        Bonds, the dates specified in the related Series Supplement; provided
        that if any such date is not a Business Day, the Payment Date shall be the
        Business Day immediately succeeding such date.

       

      “Periodic
        Billing Requirement” means, for any Calculation Period, the aggregate amount
        of Qualified Rate Stabilization Charges calculated by the Servicer as necessary
        to be billed during such period in order to collect the Periodic Payment
        Requirements on or before the end of the Collection Period immediately preceding
        the next Semi-Annual True-Up Adjustment Date, or Quarterly True-Up Adjustment
        Date, as applicable.

       

      “Periodic
        Interest” means, with respect to any Payment Date and any Series of Rate
        Stabilization Bonds, the periodic interest for such Payment Date and Series
        as
        specified in the related Series Supplement.

       

      “Periodic
        Payment Requirement” for any Calculation Period means the total dollar
        amount of QRSC Collections reasonably calculated by the Servicer in accordance
        with Section 4.01 of the Servicing Agreement as necessary to be received
        during such period (after giving effect to the allocation and distribution
        of
        amounts on deposit in the Excess Funds Subaccount at the time of calculation
        and
        which will be available for payments on the Rate Stabilization Bonds at the
        end
        of such Calculation Period and including any shortfalls in Periodic Payment
        Requirements for any prior Calculation Period) in order to ensure that, as
        of
        the last Payment Date occurring in such Calculation Period, (1) all accrued
        and
        unpaid interest on the Rate Stabilization Bonds then due shall have been
        paid in
        full, (2) the Outstanding Amount of the Rate Stabilization Bonds is equal
        to the
        Projected Unrecovered Balance, (3) the balance on deposit in the Capital
        Subaccount equals the aggregate Required Capital Level and (4) all other
        fees
        and expenses due and owing and required or allowed to be paid under Section
        8.02 of the Indenture as of such date shall have been paid in full;
provided that, with respect to any Quarterly True-Up Adjustment or
        Interim True-Up Adjustment occurring after the last Scheduled Final Payment
        Date
        for any Rate Stabilization Bonds, the Periodic Payment Requirements shall
        be
        calculated to ensure that sufficient Qualified Rate Stabilization Charges
        will
        be collected to retire such Rate Stabilization Bonds in full as of the earlier
        of (x) the Payment Date preceding the next Quarterly True-Up Adjustment Date
        and
        (y) the Final Maturity Date for such Rate Stabilization Bonds.

       

      “Periodic
        Principal” means, with respect to any Payment Date and any Series of Rate
        Stabilization Bonds, the excess, if any, of the Outstanding Amount of such
        Series of Rate Stabilization Bonds over the outstanding Unrecovered Balance
        specified for such Payment Date on the Expected Amortization
        Schedule.

       

      “Permitted
        Lien” means the Lien created by the Indenture.

       

      “Permitted
        Successor” is defined in Section 5.02 of the Sale
        Agreement.

       

      
        
          
          

        

        
          Appendix
            A-13

          
            

          

        

        
          
          

        

      

       

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

       

      “PJM”
        means PJM Interconnection, LLC, a limited liability company.

       

      “Predecessor
        Rate Stabilization Bond” means, with respect to any particular Rate
        Stabilization Bond, every previous Rate Stabilization Bond evidencing all
        or a
        portion of the same debt as that evidenced by such particular Rate Stabilization
        Bond, and, for the purpose of this definition, any Rate Stabilization Bond
        authenticated and delivered under Section 2.06 of the Indenture in lieu
        of a mutilated, lost, destroyed or stolen Rate Stabilization Bond shall be
        deemed to evidence the same debt as the mutilated, lost, destroyed or stolen
        Rate Stabilization Bond.

       

      “Proceedings”
        means any suit in equity, action at law or other judicial or administrative
        proceeding.

       

      “Projected
        Unrecovered Balance” means, as of any Payment Date, the sum of the projected
        outstanding principal amount of each Series of Rate Stabilization Bonds for
        such
        Payment Date set forth in the Expected Amortization Schedule.

       

      “Protected
        Purchaser” has the meaning specified in Section 8-303 of the
        UCC.

       

      “PSC”
        means the Public Service Commission of Maryland, or any Governmental Authority
        succeeding to the duties of such commission.

       

      “PSC
        Regulations” means the regulations, including proposed or temporary
        regulations, promulgated under the Utilities Code.

       

      “QRSC
        Collections” means Qualified Rate Stabilization Charges remitted to the
        Collection Account.

       

      “QRSC
        Payments” means the payments, including any partial payments allocated in
        accordance with Section 6(b) of Annex 1 of the Servicing Agreement, made
        by or on behalf of Customers (including through a Third-Party Collector)
        based
        on the Qualified Rate Stabilization Charges.

       

      “Qualified
        Costs” means all rate stabilization costs as defined in Section 7-520(g)(1)
        and (2) of the Rate Stabilization Law.

       

      “Qualified
        Rate Order” means, as the context may require, (i) the Initial Qualified
        Rate Order and/or (ii) any Subsequent Qualified Rate Order.

       

      “Qualified
        Rate Stabilization Charge” means any rate stabilization charge as defined in
        Section 7-520(e) of the Rate Stabilization Law which is authorized by a
        Qualified Rate Order.

       

      
        
          
          

        

        
          Appendix
            A-14

          
            

          

        

        
          
          

        

      

       

      “Quarterly
        True-Up Adjustment” means each adjustment to the Qualified Rate
        Stabilization Charges made pursuant to the terms of the related Qualified
        Rate
        Order in accordance with Section 4.01(b)(iv) of the Servicing
        Agreement.

       

      “Quarterly
        True-Up Adjustment Date” means the rolling three month anniversary date of
        the Series Issuance Date of the Initial Rate Stabilization Bonds, commencing
        on
        ____________ 20[  ] [should be date after Scheduled Final
        Payment Date of last Tranche] (or, in the case of any subsequent
        Series, the rolling three month anniversary date of such Series, based on
        its
        Series Issuance Date, beginning with the first such date after the Scheduled
        Final Payment Date of the last Tranche of such Series).

       

      “Rate
        Stabilization Bond Collateral” has the meaning specified in the
        Indenture.

       

      “Rate
        Stabilization Bond Interest Rate” means, with respect to any Series or
        Tranche of Rate Stabilization Bonds, the rate at which interest accrues on
        the
        Rate Stabilization Bonds of such Series or Tranche, as specified in the related
        Series Supplement.

       

      “Rate
        Stabilization Bond Register” means the register maintained pursuant to
Section 2.05 of the Indenture, providing for the registration of the Rate
        Stabilization Bonds and transfers and exchanges thereof.

       

      “Rate
        Stabilization Bond Registrar” means the registrar at any time of the Rate
        Stabilization Bond Register, appointed pursuant to Section 2.05 of the
        Indenture.

       

      “Rate
        Stabilization Bonds” means one or more Series of Rate Stabilization Bonds
        authorized by the Initial Qualified Rate Order and any Subsequent Qualified
        Rate
        Order and issued under the Indenture.

       

      “Rate
        Stabilization Law” means §§7-520 – 7-549 of the Maryland Public Utility
        Companies Article, as amended from time to time.

       

      “Rate
        Stabilization Property” means all rate stabilization property as defined in
        Section 7-520(h)(1) and (2) of the Rate Stabilization Law created pursuant
        to a
        Qualified Rate Order and sold or otherwise conveyed to the Issuer under the
        Sale
        Agreement, including the Initial Rate Stabilization Property and any Subsequent
        Rate Stabilization Property.  As used in the Basic Documents, unless
        the context requires otherwise, the term “Rate Stabilization Property” when used
        with respect to BGE includes the contract rights of BGE that exist prior
        to the
        time that such rights are first transferred in connection with the issuance
        of
        the Rate Stabilization Bonds, at which time they become rate stabilization
        property in accordance with Section 7-537 of the Rate Stabilization
        Law.

       

      “Rate
        Stabilization Property Notices” means rate stabilization property notices
        filed with the Maryland State Department of Assessments and Taxation pursuant
        to
        Section 7-542 of the Rate Stabilization Law.

       

      “Rate
        Stabilization Property Records” is defined in Section 5.01 of the
        Servicing Agreement.

       

      
        
          
          

        

        
          Appendix
            A-15

          
            

          

        

        
          
          

        

      

       

      “Rating
        Agency” , with respect to any Series or Tranche of Rate Stabilization Bonds,
        means any of Moody’s, Standard & Poor’s or Fitch which provides a rating
        with respect to such Series of Rate Stabilization Bonds.  If no such
        organization or successor is any longer in existence, “Rating Agency” shall be a
        nationally recognized statistical rating organization or other comparable
        Person
        designated by the Issuer, notice of which designation shall be given to the
        Indenture Trustee and the Servicer.

       

      “Rating
        Agency Condition” means, with respect to any action, the notification in
        writing by the Issuer of such action to each Rating Agency , and written
        confirmation from Standard & Poor’s to the Seller, the Servicer, the
        Indenture Trustee and the Issuer that such action will not result in a
        suspension, reduction or withdrawal of the then current rating by such Rating
        Agency of any Outstanding Series or Tranche of Rate Stabilization
        Bonds.

       

      “Reconciliation
        Date” means the last Business Day of ______ of each year, commencing with
        _______________, 2007 and continuing through ________ (or such earlier month
        as
        the Servicer shall have specified to the Issuer and the Trustee by not less
        than
        thirty days prior written notice).

       

      “Reconciliation
        Period” means, with respect to the twelve-month period ending the last day
        of _____ of each year [should be three months before the Reconciliation
        Date]; provided, that the initial Reconciliation Period shall
        commence on the Closing Date and that a shorter Reconciliation Period may
        be
        established pursuant to Section 6.10(d) of the Servicing
        Agreement.

       

      “Record
        Date” means, with respect to a Payment Date, in the case of Definitive Rate
        Stabilization Bonds, the close of business on the last day of the calendar
        month
        preceding the calendar month in which such Payment Date occurs, and, in the
        case
        of Book-Entry Rate Stabilization Bonds, the close of business one Business
        Day
        prior to such Payment Date.

       

      “Registration
        Statement” means the registration statement of the Sponsor and the Issuer on
        Form S-3 (File No. 333-141366), filed with the SEC under the Securities Act
        relating to the offering and sale of the Rate Stabilization Bonds and including
        all amendments thereto, and any subsequent registration statement relating
        to
        Rate Stabilization Bonds and including all amendments thereto.

       

      “Regulation
        AB” means the rules of the SEC promulgated under Subpart 229.1100 – Asset
        Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be
        amended from time to time.

       

      “Remittance
        Requirement” means, with respect to any Third-Party Collector, the
        requirement that such Third-Party Collector remit Qualified Rate Stabilization
        Charges to the Servicer within a prescribed number of days of billing by
        the
        Servicer in accordance with applicable Requirements of Law or any agreement
        with
        BGE.

       

      “Remittance
        Shortfall” means the amount, if any, calculated for a particular
        Reconciliation Period, by which Actual QRSC Collections during such
        Reconciliation Period exceed all Estimated QRSC Collections remitted to the
        Collection Account during such Reconciliation Period.

       

      
        
          
          

        

        
          Appendix
            A-16

          
            

          

        

        
          
          

        

      

       

      “REP”
        means a retail electric provider as defined in the Qualified Rate
        Order.

       

       “Required
        Capital Level” means, with respect to each Series of Rate Stabilization
        Bonds, an amount equal to 0.50% of the initial principal amount of such Series,
        or such other amount as may be permitted or required under the Applicable
        Qualified Rate Order and applicable Internal Revenue Service rulings, deposited
        into the Capital Subaccount by the Member prior to or upon the issuance of
        such
        Series.

       

      “Requirements
        of Law” means any foreign, federal, state or local laws, statutes,
        regulations, rules, codes or ordinances enacted, adopted, issued or promulgated
        by any Governmental Authority or common law, including the Utilities Code
        (including the Rate Stabilization Law), PSC Regulations, any applicable
        Qualified Rate Order, any Tariff and Regulation AB.

       

      “Responsible
        Officer” means with respect to (a) the Issuer, any Manager or any duly
        authorized officer; (b) the Indenture Trustee, any officer within the Corporate
        Trust Office of such trustee (including the President, any Vice President,
        Assistant Vice President, Secretary or Assistant Treasurer, Trust Officer
        or any
        other officer of the Indenture Trustee customarily performing functions similar
        to those performed by persons who at the time shall be such officers,
        respectively, and that has direct responsibility for the administration of
        the
        Indenture and also, with respect to a particular matter, any other officer
        to
        whom such matter is referred to because of such officer’s knowledge and
        familiarity with the particular subject); (c) any corporation (other than
        the
        Indenture Trustee), the Chief Executive Officer, the President, any Vice
        President, the Chief Financial Officer, the Treasurer, the Assistant Treasurer
        or any other duly authorized officer of such Person who has been authorized
        to
        act in the circumstances; (d) any partnership, any general partner thereof;
        and
        (e) any other Person (other than an individual or the Indenture Trustee),
        any
        duly authorized officer or member of such Person, as the context may require,
        who is authorized to act in matters relating to such Person.

       

      “Restricted
        Plan” means (a) an “employee benefit plan” as defined in and subject to
        Title I of ERISA, (b) a “plan” as defined in and subject to section 4975 of the
        Code, (c) an entity whose underlying assets include the assets of such employee
        benefit plan or (d) a governmental or church plan which is subject to any
        federal, state or local law that is substantially similar to the provisions
        of
        section 406 of ERISA or section 4975 of the Code.

       

      “Retirement
        of the Rate Stabilization Bonds” means any day on which the final
        distribution is made to the Indenture Trustee in respect of the last Outstanding
        Rate Stabilization Bonds.

       

      “Sale
        Agreement” means the Rate Stabilization Property Purchase and Sale
        Agreement, dated as of ________________, 2007, by and between BGE and the
        Issuer, as the same may be amended, restated, supplemented or otherwise modified
        from time to time.

       

      “Scheduled
        Final Payment Date” means, with respect to each Series or, if applicable,
        each Tranche of Rate Stabilization Bonds, the date when all interest and
        principal is scheduled to be paid with respect to that Series or Tranche
        in
        accordance with the Expected Amortization Schedule, as specified in the related
        Series Supplement.  For the avoidance of

       

      
        
          
          

        

        
          Appendix
            A-17

          
            

          

        

        
          
          

        

      

       

      doubt,
        the Scheduled Final Payment Date with respect to any Series or Tranche shall
        be
        the last Payment Date set forth in the Expected Amortization Schedule relating
        to such Series or Tranche.

       

      “SEC”
        means the U.S. Securities and Exchange Commission, or any Governmental Authority
        succeeding to the duties of such commission.

       

      “Secretary
        of State” means the Secretary of State of the State of Delaware or the
        Secretary of State of the State of Maryland, as the case may be, or any
        Governmental Authority succeeding to the duties of such offices.

       

      “Secured
        Obligations” is defined in the applicable Series Supplement with respect to
        each Series or Tranche of Rate Stabilization Bonds.

       

      “Secured
        Parties” means, with respect to each Series, the Indenture Trustee, the
        relevant Bondholders and any credit enhancer described in the applicable
        Series
        Supplement.

       

      “Securities
        Account” means the Collection Account (to the extent it constitutes a
        securities account as defined in the NY UCC and Federal Book-Entry
        Regulations).

       

      “Securities
        Act” means the Securities Act of 1933, as amended.

       

      “Securities
        Intermediary” means _________________, a [New York] banking corporation,
        solely in the capacity of a “securities intermediary” as defined in the NY UCC
        and Federal Book-Entry Regulations or any successor securities intermediary
        under the Indenture.

       

       “Security
        Entitlement” means “security entitlement” (as defined in Section
        8-102(a)(17) of the NY UCC) with respect to Financial Assets now or
        hereafter credited to the Securities Account and, with respect to Federal
        Book-Entry Regulations, with respect to Federal Book-Entry Securities now
        or
        hereafter credited to the Securities Account, as applicable.

       

      “Seller”
        is defined in the preamble of the Sale Agreement.

       

      “Semi-Annual
        True-Up Adjustment” means each adjustment to the Qualified Rate
        Stabilization Charges made pursuant to the terms of the related Qualified
        Rate
        Order in accordance with Section 4.01(b)(i) of the Servicing
        Agreement.

       

      “Semi-Annual
        True-Up Adjustment Date” means the rolling six month anniversary date of the
        Series Issuance Date of the Initial Rate Stabilization Bonds, commencing
        on
        ____________ 2007 (or, in the case of any subsequent Series, the corresponding
        rolling six month anniversary date of such Series based on its Series Issuance
        Date).

       

      “Series”
        means each series of Rate Stabilization Bonds issued and authenticated pursuant
        to the Indenture and a related Series Supplement.

       

      “Series
        Issuance Date” means, with respect to any Series, the date on which the Rate
        Stabilization Bonds of such Series are to be originally issued in accordance
        with Section 2.10 of the Indenture and the related Series
        Supplement.

       

      
        
          
          

        

        
          Appendix
            A-18

          
            

          

        

        
          
          

        

      

       

      “Series
        Supplement” means an indenture supplemental to the Indenture that authorizes
        the issuance of a particular Series of Rate Stabilization Bonds, a form of
        which
        is attached as Exhibit B to the Indenture.

       

      “Series
        Rate Stabilization Bond Collateral” has the meaning specified in the
        Indenture.

       

      “Servicer”
        means BGE, as Servicer under the Servicing Agreement, or any successor Servicer
        to the extent permitted under the Servicing Agreement.

       

      “Servicer
        Business Day” means any day other than a Saturday, Sunday or holiday on
        which the Servicer maintains normal office hours and conducts
        business.

       

      “Servicer
        Default” is defined in Section 7.01 of the Servicing
        Agreement.

       

      “Servicer’s
        Certificate” means a certificate, substantially in the form of Exhibit
        C to the Servicing Agreement, completed and executed by a Responsible
        Officer of the Servicer pursuant to Section 4.01(c)(ii) of the Servicing
        Agreement.

       

      “Servicing
        Agreement” means the Rate Stabilization Property Servicing Agreement, dated
        as of ____________, 2007, by and between the Issuer and BGE, as the same
        may be
        amended, restated, supplemented or otherwise modified from time to
        time.

       

      “Servicing
        Fee” means the fee payable to the Servicer on each Payment Date for services
        rendered during the period from, but not including, the preceding Payment
        Date
        (or from the Closing Date in the case of the first Payment Date) to and
        including the current Payment Date, determined pursuant to Section 6.05
        of the Servicing Agreement.

       

      “Servicing
        Standard” means the obligation of the Servicer to calculate, apply, remit
        and reconcile proceeds of the Rate Stabilization Property, including QRSC
        Payments, and all other Rate Stabilization Bond Collateral for the benefit
        of
        the Issuer and the Holders (i) with the same degree of care and diligence
        as the
        Servicer applies with respect to payments owed to it for its own account,
        (ii)
        in accordance with all applicable procedures and requirements established
        by the
        PSC for collection of electric utility tariffs and (iii) in accordance with
        the
        other terms of the Servicing Agreement.

       

      “Special
        Member” is defined in Section 1.02 of the LLC Agreement.

       

      “Special
        Payment” means with respect to any Series or Tranche of Rate Stabilization
        Bonds, any payment of principal of or interest on (including any interest
        accruing upon default), or any other amount in respect of, the Rate
        Stabilization Bonds of such Series or Tranche that is not actually paid within
        five (5) days of the Payment Date applicable thereto.

       

      “Special
        Payment Date” means the date on which a Special Payment is to be made by the
        Indenture Trustee to the Holders.

       

      
        
          
          

        

        
          Appendix
            A-19

          
            

          

        

        
          
          

        

      

       

      “Special
        Record Date” means with respect to any Special Payment Date, the close of
        business on the fifteenth (15th) day
        (whether or
        not a Business Day) preceding such Special Payment Date.

       

      “Sponsor”
        means BGE, in its capacity as “sponsor” of the Rate Stabilization Bonds within
        the meaning of Regulation AB.

       

      “Standard
        & Poor’s” means Standard & Poor’s Ratings Services, a division of
        The McGraw-Hill Companies, Inc., or any successor thereto.

       

      “State”
        means any one of the fifty states of the United States of America or the
        District of Columbia.

       

      “State
        Pledge” means the pledge of the State of Maryland as set forth in
        Section 7-535(d) of the Rate Stabilization Law.

       

      “Subaccounts”
        is defined in Section 8.02(a) of the Indenture.

       

      “Subsequent
        Closing Date” means any date (other than the Closing Date) specified in a
        Series Supplement under which Rate Stabilization Bonds of any Series or Tranche
        are issued.

       

      “Subsequent
        Creation Date” means any date on which Subsequent Rate Stabilization
        Property is created in favor of BGE pursuant to a Subsequent Qualified Rate
        Order.

       

      “Subsequent
        Qualified Rate Order” means a qualified rate order (other than the Initial
        Qualified Rate Order ) issued hereafter by the PSC in favor of BGE.

       

      “Subsequent
        Sale” means the sale of Initial Rate Stabilization Property or Subsequent
        Rate Stabilization Property after the Closing Date, subject to the satisfaction
        of the conditions specified in the Sale Agreement and the
        Indenture.

       

      “Subsequent
        Tariff” means a Tariff filed with the PSC in connection with a Subsequent
        Qualified Rate Order.

       

      “Subsequent
        Transfer Date” means any date on which a Subsequent Sale will be effective,
        as specified in an Addition Notice.

       

      “Subsequent
        Rate Stabilization Property” means Rate Stabilization Property (identified
        in the related Bill of Sale) sold by the Seller to the Issuer as of a Subsequent
        Transfer Date pursuant to the Sale Agreement.

       

      “Successor
        Servicer” is defined in Section 3.07(e) of the
        Indenture.

       

      “Tariff”
        means any tariff filed by BGE  with the PSC pursuant to the Rate
        Stabilization Law to evidence any Qualified Rate Stabilization Charges, or
        any
        other applicable tariff filed by BGE with the PSC.

       

      
        
          
          

        

        
          Appendix
            A-20

          
            

          

        

        
          
          

        

      

       

      “Temporary
        Rate Stabilization Bonds” means Rate Stabilization Bonds executed, and upon
        the receipt of an Issuer Order, authenticated and delivered by the Indenture
        Trustee pursuant to Section 2.04 of the Indenture, pending the
        preparation of Definitive Rate Stabilization Bonds.

       

      “Termination
        Notice” is defined in Section 7.01 of the Servicing
        Agreement.

       

      “Third-Party
        Collector” means each third party, including each REP, electric utility,
        municipally owned utility and/or cooperative, which, pursuant to applicable
        Requirements of Law or any agreement with BGE, is obligated to bill, pay
        or
        collect Qualified Rate Stabilization Charges.

       

      “TPC
        Credit Requirements” means the credit and collection policies applicable to
        Third-Party Collectors pursuant to applicable Requirements of Law or contractual
        obligations.

       

      “TPC
        Deposit Accounts” is defined in Section 8.02(g) of the
        Indenture.

       

      “TPC
        Deposit Requirements” means the deposit, credit rating and alternative
        credit support requirements applicable to Third-Party Collectors pursuant
        to
        applicable Requirements of Law or contractual obligations.

       

      “Tranche”
        means, with respect to any Series of Rate Stabilization Bonds, any one of
        the
        tranches of Rate Stabilization Bonds of that Series.

       

      “Transfer
        Date” means, with respect to the Initial Rate Stabilization Property, the
        Closing Date and, with respect to any Subsequent Rate Stabilization Property,
        the Subsequent Transfer Date related thereto.

       

      “Transferred
        Rate Stabilization Property” means, collectively, the Initial Rate
        Stabilization Property and any Subsequent Rate Stabilization
        Property.

       

      “Treasury
        Regulations” means the regulations, including proposed or temporary
        regulations, promulgated under the Code.  References herein to
        specific provisions of proposed or temporary regulations shall include analogous
        provisions of final Treasury Regulations or other successor Treasury
        Regulations.

       

      “True-Up
        Adjustment” means any Semi-Annual True-Up Adjustment or Interim True-Up
        Adjustment, as the case may be.

       

      “True-Up
        Adjustment Mechanism” means the mechanism by which the Servicer adjusts the
        Qualified Rate Stabilization Charge through a True-Up Adjustment pursuant
        to
Section 4.01(b) of the Servicing Agreement.

       

      “Trust
        Indenture Act” or “TIA” means the Trust  Indenture Act of
        1939, as amended by the Trust Indenture Reform Act of 1990, as in force on
        the
        Closing Date, unless otherwise specifically provided.

       

      
        
          
          

        

        
          Appendix
            A-21

          
            

          

        

        
          
          

        

      

       

      “UCC”
        means, unless the context otherwise requires, the Uniform Commercial Code,
        as in
        effect in the relevant jurisdiction, as amended from time to time.

       

      “Underwriters”
        means the underwriters who purchase Rate Stabilization Bonds of any Series
        or
        Tranche from the Issuer and resell such Rate Stabilization Bonds in a public
        offering pursuant to the Registration Statement.

       

      “Underwriting
        Agreement” means (i) with respect to the initial Series, the Underwriting
        Agreement, dated as of ____________, 2007, by and among BGE, the Underwriters
        and the Issuer, as the same may be amended, restated, supplemented or otherwise
        modified from time to time, and (ii) with respect to any subsequent Series,
        an
        underwriting agreement by and among BGE, the Underwriters and the Issuer,
        as the
        same may be amended, restated, supplemented or otherwise modified from time
        to
        time.

       

      “Unrecovered
        Balance” means, as of any Payment Date, the sum of the Outstanding Amount of
        each Series of Rate Stabilization Bonds less the amount in the Excess Funds
        Subaccount available to make principal payments on such Series of Rate
        Stabilization Bonds.

       

      “Unregistered
        Rate Stabilization Bonds” means any Rate Stabilization Bonds not registered
        under the Securities Act or the securities laws of any other
        jurisdiction.

       

      “Utilities
        Code” means the Maryland Public Utility Companies Article of the Annotated
        Code of Maryland, as amended from time to time.

       

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

       

      Other
        Terms.  All accounting terms not specifically defined herein shall
        be construed in accordance with United States generally accepted accounting
        principles.  To the extent that the definitions of accounting terms in
        any Basic Document are inconsistent with the meanings of such terms under
        generally accepted accounting principles or regulatory accounting principles,
        the definitions contained in such Basic Document shall control.  As
        used in the Basic  Documents, the term “including” means
“including without limitation,” and other forms of the verb “to include” have
        correlative meanings.  All references to any Person shall include such
        Person’s permitted successors.

       

      Computation
        of Time Periods.  Unless otherwise stated in any of the Basic
        Documents, as the case may be, in the computation of a period of time from
        a
        specified date to a later specified date, the word “from” means “from and
        including” and the words “to” and “until” each means “to but
        excluding”.

       

      Reference;
        Captions.  The words “hereof”, “herein” and “hereunder” and words
        of similar import when used in any Basic Document shall refer to such Basic
        Document as a whole and not to any particular provision of such Basic Document;
        and references to “Section”,

       

      
        
          
          

        

        
          Appendix
            A-22

          
            

          

        

        
          
          

        

      

       

      “subsection”,
        “Schedule” and “Exhibit” in any Basic Document are references to Sections,
        subsections, Schedules and Exhibits in or to such Basic Document unless
        otherwise specified in such Basic Document.  The various captions
        (including the tables of contents) in each Basic  Document are
        provided solely for convenience of reference and shall not affect the meaning
        or
        interpretation of any Basic Document.

       

      The
        definitions contained in this Appendix A are applicable to the singular as
        well
        as the plural forms of such terms and to the masculine as well as to the
        feminine and neuter forms of such terms.

       

      
        
          
          

        

        
          Appendix
            A-23