Common use of Covenants of the Grantee Clause in Contracts

Covenants of the Grantee. The Grantee covenants and agrees with the several Underwriters that: (i) The Grantee will use commercially reasonable efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereto, to become effective. Prior to the termination of the offering of the Notes, the Grantee will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus unless the Grantee has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Grantee will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the SEC pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Grantee will promptly advise the Representatives (i) when the Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall have become effective, (ii) when the Final Prospectus, and any supplement thereto, shall have been filed with the SEC pursuant to Rule 424(b), (iii) when, prior to termination of the offering of the Notes, any amendment to the Registration Statement shall have been filed or become effective, (iv) of any request by the SEC for any amendment of the Registration Statement or supplement to the Final Prospectus or for any additional information, (v) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (vi) of the receipt by the Grantee of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Grantee will use commercially reasonable efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (ii) If, at any time when a prospectus relating to the Notes is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Grantee promptly will (i) prepare and file with the SEC, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance and (ii) supply any supplemented Prospectus to you in such quantities as you may reasonably request. (iii) As soon as practicable, the Grantee will cause Note Issuer to make generally available to the Noteholders and to the Representatives an earnings statement or statements of the Note Issuer which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (iv) The Grantee will furnish to the Representatives and counsel for the Underwriters, without charge, copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representatives may reasonably request. The Grantee shall furnish or cause to be furnished to the Representatives copies of all reports on Form SR required by Rule 463 under the Act. The Grantee will pay the expenses of printing or other production of all documents relating to the offering. (v) The Grantee will arrange for the qualification of the Notes for sale under the laws of such jurisdictions as the Representatives may designate, will maintain such qualifications in effect so long as required for the distribution of the Notes and will arrange for the determination of the legality of the Notes for purchase by institutional investors; provided that in no event shall the Grantee be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subject. (vi) Until the business date set forth on Schedule I hereto, the Grantee will not, without the consent of the Representatives, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any asset-backed securities of a trust or other special purpose vehicle (other than the Notes). (vii) For a period from the date of this Agreement until the retirement of the Notes, or until such time as the Underwriters shall cease to maintain a secondary market in the Notes, whichever occurs first, the Grantee will deliver to the Representatives the annual statements of compliance and the annual independent auditor's servicing reports furnished to the Grantee Trustee, the Note Issuer or the Indenture Trustee pursuant to the Servicing Agreement or the Indenture, as applicable, as soon as such statements and reports are furnished to the Grantee, Note Issuer or the Indenture Trustee. (viii) So long as any of the Notes are outstanding, the Grantee will furnish to the Representatives, to the extent not provided by the Company pursuant to clause (b)(iii) below, (i) as soon as available, a copy of each report of the Grantee or the Note Issuer filed with the SEC under the Exchange Act, or mailed to Noteholders, (ii) a copy of any filings made by the Grantee or the Note Issuer with the ICC pursuant to the 1998 Funding Order, and (iii) from time to time, any information concerning the Company, the Grantee, the Note Issuer, as the Representatives may reasonably request. (ix) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 6(m) of this Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Grantee on or after the Closing Date, the Grantee shall furnish such documents and take such other actions.

Covenants of the Grantee. The During the term of this Agreement, the Grantee covenants and agrees with the several Underwriters thatshall: (iA) The Grantee will use commercially reasonable efforts pay to cause TC-3 (or its designee, as may be notified in writing to the Registration StatementGrantee, if not effective as the case may be) when they become due all amounts payable under this Agreement and otherwise comply with all other provisions of this Agreement; (B) maintain, at its own expense, all appropriate insurance policy against all risks associated with the Execution TimeCapacity as reasonably deemed necessary by the Grantee; (C) undertake to keep the Capacity free of liens, charges and other encumbrances (including any inchoate liens or floating charges) and shall reimburse TC-3 (or its designee, as the case may be), and any amendment theretoin the event of accidental breach, to become effective. Prior take all steps required to discharge such liens, charges and other encumbrances; (D) not use the termination Capacity for any illegal, unlawful, fraudulent or unauthorized purposes and, without limiting the generality of the offering foregoing, use the Capacity, at all time, in a manner consistent with the applicable authorization, licences and permits for the landing, construction and operation of the NotesCANUS 1 System; (E) use the Capacity in such a way as to avoid degrading the overall performance of the CANUS I System or causing interruptions of, or interference with, impairment or degradation of the use of any other capacity in the CANUS 1 System. If, after notification by TC-3, the Grantee will does not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus unless the Grantee has furnished you a copy for your review prior to filing take immediate and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Grantee will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the SEC pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Grantee will promptly advise the Representatives (i) when the Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall have become effective, (ii) when the Final Prospectus, and any supplement thereto, shall have been filed with the SEC pursuant to Rule 424(b), (iii) when, prior to termination of the offering of the Notes, any amendment to the Registration Statement shall have been filed or become effective, (iv) of any request by the SEC for any amendment of the Registration Statement or supplement to the Final Prospectus or for any additional information, (v) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (vi) of the receipt by the Grantee of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Grantee will use commercially reasonable efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (ii) If, at any time when a prospectus relating to the Notes is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus action to comply with its obligations, TC-3 may take reasonable action required to protect the Act or other capacity in the Exchange Act or CANUS I System up to and including the respective rules thereunder, the Grantee promptly will (i) prepare and file with the SEC, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance and (ii) supply any supplemented Prospectus to you in such quantities as you may reasonably request. (iii) As soon as practicable, the Grantee will cause Note Issuer to make generally available to the Noteholders and to the Representatives an earnings statement or statements interruption of the Note Issuer which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (iv) The Grantee will furnish to the Representatives and counsel Capacity responsible for the Underwritersinterruption, without chargeinterference, copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus by an Underwriter impairment or dealer may be required by the Act, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representatives may reasonably requestdegradation. The Grantee shall furnish or cause bear the total cost of any protective measures reasonably required by TC~3 to be furnished to installed on the Representatives copies of all reports on Form SR required by Rule 463 under CANUS I System resulting from the Act. The Grantee will pay the expenses of printing or other production of all documents relating to the offering. (v) The Grantee will arrange for the qualification use of the Notes for sale under the laws of such jurisdictions as the Representatives may designate, will maintain such qualifications in effect so long as required for the distribution of the Notes and will arrange for the determination of the legality of the Notes for purchase CANUS 1 System by institutional investors; provided that in no event shall the Grantee be obligated to qualify to do business in or any jurisdiction where it is not now so qualified subgrantee, lessee or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subject. (vi) Until the business date set forth on Schedule I hereto, the Grantee will not, without the consent of the Representatives, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any asset-backed securities of a trust or other special purpose vehicle (other than the Notes). (vii) For a period from the date of this Agreement until the retirement of the Notes, or until such time as the Underwriters shall cease to maintain a secondary market in the Notes, whichever occurs first, the Grantee will deliver to the Representatives the annual statements of compliance and the annual independent auditor's servicing reports furnished to the Grantee Trustee, the Note Issuer or the Indenture Trustee pursuant to the Servicing Agreement or the Indenture, as applicable, as soon as such statements and reports are furnished to the Grantee, Note Issuer or the Indenture Trustee. (viii) So long as any of the Notes are outstanding, the Grantee will furnish to the Representatives, to the extent not provided by the Company pursuant to clause (b)(iii) below, (i) as soon as available, a copy of each report assignee of the Grantee or the Note Issuer filed with the SEC under the Exchange Act, or mailed to Noteholders, (ii) a copy any customer of any filings made by either the Grantee or the Note Issuer with the ICC pursuant to the 1998 Funding Orderany subgrantee, and (iii) from time to time, any information concerning the Company, lessee or assignee of the Grantee, the Note Issuer, as the Representatives may reasonably request. (ixF) To the extentupon at least a 24-hour prior notice or, at any time, if anythe situation or circumstance so justify, that any rating make available to TC-3 the Capacity for such test and adjustment as may be necessary for the Capacity to satisfy the condition set forth be maintained in Section 6(m) of this Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Grantee on or after the Closing Date, the Grantee shall furnish such documents and take such other actionsefficient working order.

Covenants of the Grantee. The Grantee covenants and agrees with the several Underwriters that: (i) The Grantee will use commercially reasonable efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereto, to become effective. Prior to the termination of the offering of the Notes, the Grantee will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus unless the Grantee has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Grantee will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the SEC pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Grantee will promptly advise the Representatives (i) when the Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall have become effective, (ii) when the Final Prospectus, and any supplement thereto, shall have been filed with the SEC pursuant to Rule 424(b), (iii) when, prior to termination of the offering of the Notes, any amendment to the Registration Statement shall have been filed or become effective, (iv) of any request by the SEC for any amendment of the Registration Statement or supplement to the Final Prospectus or for any additional information, (v) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (vi) of the receipt by the Grantee of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Grantee will use commercially reasonable efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible aspossible the withdrawal thereof. (ii) If, at any time when a prospectus relating to the Notes is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Grantee promptly will (i) prepare and file with the SEC, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance and (ii) supply any supplemented Prospectus to you in such quantities as you may reasonably request. (iii) As soon as practicable, the Grantee will cause Note Issuer to make generally available to the Noteholders and to the Representatives an earnings statement or statements of the Note Issuer which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (iv) The Grantee will furnish to the Representatives and counsel for the Underwriters, without charge, copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representatives may reasonably request. The Grantee shall furnish or cause to be furnished to the Representatives copies of all reports on Form SR required by Rule 463 under the Act. The Grantee will pay the expenses of printing or other production of all documents relating to the offering. (v) The Grantee will arrange for the qualification of the Notes for sale under the laws of such jurisdictions as the Representatives may designate, will maintain such qualifications in effect so long as required for the distribution of the Notes and will arrange for the determination of the legality of the Notes for purchase by institutional investors; provided that in no event shall the Grantee be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subject. (vi) Until the business date set forth on Schedule I hereto, the Grantee will not, without the consent of the Representatives, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any asset-backed securities of a trust or other special purpose vehicle (other than the Notes). (vii) For a period from the date of this Agreement until the retirement of the Notes, or until such time as the Underwriters shall cease to maintain a secondary market in the Notes, whichever occurs first, the Grantee will deliver to the Representatives the annual statements of compliance and the annual independent auditor's servicing reports furnished to the Grantee Trustee, the Note Issuer or the Indenture Trustee pursuant to the Servicing Agreement or the Indenture, as applicable, as soon as such statements and reports are furnished to the Grantee, Note Issuer or the Indenture Trustee. (viii) So long as any of the Notes are outstanding, the Grantee will furnish to the Representatives, to the extent not provided by the Company pursuant to clause (b)(iii) below, (i) as soon as available, a copy of each report of the Grantee or the Note Issuer filed with the SEC under the Exchange Act, or mailed to Noteholders, (ii) a copy of any filings made by the Grantee or the Note Issuer with the ICC pursuant to the 1998 Funding Order, and (iii) from time to time, any information concerning the Company, the Grantee, the Note Issuer, as the Representatives may reasonably request. (ix) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 6(m) of this Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Grantee on or after the Closing Date, the Grantee shall furnish such documents and take such other actions.

Covenants of the Grantee. The During the term of this Agreement, the Grantee covenants and agrees with the several Underwriters thatshall: (iA) The Grantee will use commercially reasonable efforts pay to cause TC-3 (or its designee, as may be notified in writing to the Registration StatementGrantee, if not effective as the case may be) when they become due all amounts payable under this Agreement and otherwise comply with all other provisions of this Agreement; (B) maintain, at its own expense, all appropriate insurance policy against all risks associated with the Execution TimeCapacity as reasonably deemed necessary by the Grantee; (C) undertake to keep the Capacity free of liens, charges and other encumbrances (including any inchoate liens or floating charges) and shall reimburse TC-3 (or its designee, as the case may be), and any amendment theretoin the event of accidental breach, to become effective. Prior take all steps required to discharge such liens, charges and other encumbrances; (D) not use the termination Capacity for any illegal, unlawful, fraudulent or unauthorized purposes and, without limiting the generality of the offering foregoing, use the Capacity, at all time, in a manner consistent with the applicable authorization, licenses and permits for the landing, construction and operation of the NotesCANTAT-3 System; (E) use the Capacity in such a way as to avoid degrading the overall performance of the CANTAT-3 System or causing interruptions of, or interference with, impairment or degradation of the use of any other capacity in the CANTAT-3 System. If, after notification by TC-3, the Grantee will does not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus unless the Grantee has furnished you a copy for your review prior to filing take immediate and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Grantee will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the SEC pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Grantee will promptly advise the Representatives (i) when the Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall have become effective, (ii) when the Final Prospectus, and any supplement thereto, shall have been filed with the SEC pursuant to Rule 424(b), (iii) when, prior to termination of the offering of the Notes, any amendment to the Registration Statement shall have been filed or become effective, (iv) of any request by the SEC for any amendment of the Registration Statement or supplement to the Final Prospectus or for any additional information, (v) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (vi) of the receipt by the Grantee of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Grantee will use commercially reasonable efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (ii) If, at any time when a prospectus relating to the Notes is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus action to comply with its obligations, TC-3 may take reasonable action required to protect the Act or other capacity in the Exchange Act or CANTAT-3 System up to and including the respective rules thereunder, the Grantee promptly will (i) prepare and file with the SEC, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance and (ii) supply any supplemented Prospectus to you in such quantities as you may reasonably request. (iii) As soon as practicable, the Grantee will cause Note Issuer to make generally available to the Noteholders and to the Representatives an earnings statement or statements interruption of the Note Issuer which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (iv) The Grantee will furnish to the Representatives and counsel Capacity responsible for the Underwritersinterruption, without chargeinterference, copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus by an Underwriter impairment or dealer may be required by the Act, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representatives may reasonably requestdegradation. The Grantee shall furnish or cause bear the total cost of any protective measures reasonably required by TC-3 to be furnished to installed on the Representatives copies of all reports on Form SR required by Rule 463 under CANTAT-3 System resulting from the Act. The Grantee will pay the expenses of printing or other production of all documents relating to the offering. (v) The Grantee will arrange for the qualification use of the Notes for sale under the laws of such jurisdictions as the Representatives may designate, will maintain such qualifications in effect so long as required for the distribution of the Notes and will arrange for the determination of the legality of the Notes for purchase CANTAT-3 System by institutional investors; provided that in no event shall the Grantee be obligated to qualify to do business in or any jurisdiction where it is not now so qualified subgrantee, lessee or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subject. (vi) Until the business date set forth on Schedule I hereto, the Grantee will not, without the consent of the Representatives, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any asset-backed securities of a trust or other special purpose vehicle (other than the Notes). (vii) For a period from the date of this Agreement until the retirement of the Notes, or until such time as the Underwriters shall cease to maintain a secondary market in the Notes, whichever occurs first, the Grantee will deliver to the Representatives the annual statements of compliance and the annual independent auditor's servicing reports furnished to the Grantee Trustee, the Note Issuer or the Indenture Trustee pursuant to the Servicing Agreement or the Indenture, as applicable, as soon as such statements and reports are furnished to the Grantee, Note Issuer or the Indenture Trustee. (viii) So long as any of the Notes are outstanding, the Grantee will furnish to the Representatives, to the extent not provided by the Company pursuant to clause (b)(iii) below, (i) as soon as available, a copy of each report assignee of the Grantee or the Note Issuer filed with the SEC under the Exchange Act, or mailed to Noteholders, (ii) a copy any customer of any filings made by either the Grantee or any subgrantee, lessee or assignee of the Note Issuer with the ICC pursuant to the 1998 Funding OrderGrantee; (F) upon at least a 24-hour prior notice or, and (iii) from time to at any time, any information concerning if the Companysituation or circumstance so justify, make available to TC-3 the Grantee, Capacity for such test and adjustment as may be necessary for the Note Issuer, as the Representatives may reasonably requestCapacity to be maintained in efficient working order. (ix) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 6(m) of this Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Grantee on or after the Closing Date, the Grantee shall furnish such documents and take such other actions.

Covenants of the Grantee. The Grantee covenants and agrees with the several Underwriters thatOwner: (a) to pay the annual fee as described in paragraph 5 at the address of the Owner set out above or at such other place as the Owner may specify under paragraph 13; (b) to pay and discharge when due all applicable taxes, levies, charges and assessments now or hereafter assessed, levied or charged which relate to the Easement Area or any of the Grantee's improvements on the Easement Area, which the Grantee is liable to pay; (c) to observe, abide by and comply with all applicable laws, bylaws, orders, directions, ordinances and regulations of any competent government authority in any way affecting the Easement Area and improvements situate thereon, or their use and occupation; (d) not to commit or suffer any wilful or voluntary waste, spoil or destruction on the Easement Area or do or suffer to be done thereon by its invitees, permittees, representatives, employees, or agents, or anyone for whom the Grantee is responsible at law, anything that may be or becomes a nuisance or annoyance to the Servient Lands; (e) not to dump or bury debris or rubbish of any kind on the Easement Area; (f) to deliver to the Owner from time to time, upon demand, proof of insurance required under this Agreement, receipts or other evidence of payment of any taxes or charges owing, and other monetary obligations of the Grantee required to be observed by the Grantee pursuant to this Agreement; (g) to indemnify and save harmless the Owner and the Owner's servants, employees and agents against all claims, actions, causes of action, losses, damages, costs and liabilities, including fees of solicitors and other professional advisors, arising out of: (i) The Grantee will use commercially reasonable efforts to cause the Registration Statementany breach, if not effective at the Execution Time, and any amendment thereto, to become effective. Prior to the termination of the offering of the Notes, the Grantee will not file any amendment of the Registration Statement violation or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus unless the Grantee has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Grantee will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the SEC pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Grantee will promptly advise the Representatives (i) when the Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall have become effective, (ii) when the Final Prospectus, and any supplement thereto, shall have been filed with the SEC pursuant to Rule 424(b), (iii) when, prior to termination of the offering of the Notes, any amendment to the Registration Statement shall have been filed or become effective, (iv) non-performance of any request covenant, condition or obligation under this Agreement by the SEC for any amendment of the Registration Statement or supplement to the Final Prospectus or for any additional information, (v) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (vi) of the receipt by the Grantee of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Grantee will use commercially reasonable efforts to prevent the issuance of any such stop order Grantee; and, if issued, to obtain as soon as possible the withdrawal thereof. (ii) Ifany personal injury, at any time when a prospectus relating to the Notes is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleadingbodily injury (including death), or if it shall be necessary to amend property damage occurring on or off the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Grantee promptly will (i) prepare Servient Lands and file with the SEC, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance and (ii) supply any supplemented Prospectus to you in such quantities as you may reasonably request. (iii) As soon as practicable, the Grantee will cause Note Issuer to make generally available to the Noteholders and to the Representatives an earnings statement or statements of the Note Issuer which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (iv) The Grantee will furnish to the Representatives and counsel for the Underwriters, without charge, copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representatives may reasonably request. The Grantee shall furnish or cause to be furnished to the Representatives copies of all reports on Form SR required by Rule 463 under the Act. The Grantee will pay the expenses of printing or other production of all documents relating to the offering. (v) The Grantee will arrange for the qualification of the Notes for sale under the laws of such jurisdictions as the Representatives may designate, will maintain such qualifications in effect so long as required for the distribution of the Notes and will arrange for the determination of the legality of the Notes for purchase by institutional investors; provided that in no event shall the Grantee be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering Grantee's use or sale occupation of the NotesEasement Area under this Agreement, in and the Owner may add the amount of any jurisdiction where it is not now so subject.such losses, damages, costs and liabilities to the fees payable under paragraph 5, and the amount added will be payable to the Owner immediately upon demand; (vih) Until the business date set forth on Schedule I hereto, the Grantee will not, without the consent in respect of the Representatives, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any asset-backed securities of a trust or other special purpose vehicle (other than the Notes). (vii) For a period from the date of this Agreement until the retirement use of the Notes, or until such time as the Underwriters shall cease to maintain a secondary market in the Notes, whichever occurs first, the Grantee will deliver to the Representatives the annual statements of compliance and the annual independent auditor's servicing reports furnished to the Grantee Trustee, the Note Issuer or the Indenture Trustee pursuant to the Servicing Agreement or the Indenture, as applicable, as soon as such statements and reports are furnished to the Grantee, Note Issuer or the Indenture Trustee. (viii) So long as any of the Notes are outstanding, the Grantee will furnish to the Representatives, to the extent not provided by the Company pursuant to clause (b)(iii) below, (i) as soon as available, a copy of each report of the Grantee or the Note Issuer filed with the SEC under the Exchange Act, or mailed to Noteholders, (ii) a copy of any filings made Easement Area by the Grantee or anyone permitted by the Note Issuer Grantee to use the Easement Area, to keep the Easement Area in a safe, clean and sanitary condition satisfactory to the Owner acting reasonably including, without limitation, maintaining and repairing any damage to the Easement Area caused by the Grantee's or anyone permitted by the Grantee to use under this Agreement, and to make safe, clean and sanitary any portion of the Easement Area or any improvement thereon that the Owner, acting reasonably, may direct by notice in writing to the Grantee; (i) to permit the Owner or its authorized representative to enter upon the Easement Area at any time to examine its condition; (j) to use and occupy the Easement Area in accordance with the ICC pursuant provisions of this Agreement; (k) on the expiration or at the earlier cancellation of this Agreement: (i) to quit peaceably and deliver possession of the Easement Area to the 1998 Funding OrderOwner; and (ii) if requested by the Owner to de-commission the road, including the removal of any structures or works on the Easement Area, and restore the surface of the Easement Area to the satisfaction of the Owner acting reasonably; and all the Grantee's right, interest and estate in the Servient Lands will be absolutely forfeited to the Owner, and to the extent necessary, this covenant shall survive the expiration or cancellation of this Agreement; (iiil) to obtain and keep in force insurance covering the Owner and the Grantee (without any rights of cross-claim or subrogation against the Owner) against claims for personal injury, death, property damage or third party or public liability claims arising from any accident or occurrence on the Easement Area to an amount not less than $2,000,000.00; (m) notwithstanding subparagraph (l), the Owner may from time to time, acting reasonably, considering the amount of insurance a prudent owner would carry, require the Grantee to increase the amount of insurance and the Grantee will, within 60 days of receiving the request, obtain the required additional insurance and deliver to the Owner written confirmation of the change; (n) not to interfere with the activities, works or other improvements of any information concerning other person who enters on or uses or occupies the CompanyEasement Area under a prior or subsequent right or interest granted by the Owner, or who is otherwise authorized by the Owner to enter on or use or occupy the Easement Area, in accordance with paragraph 6; and (o) if the Grantee, or its agents, contractors or representatives, discover any archaeological material on the Note IssuerEasement Area, as to take all reasonable steps and precautions to minimize disturbance of that material, and to immediately notify the Representatives may reasonably requestOwner. (ix) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 6(m) of this Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Grantee on or after the Closing Date, the Grantee shall furnish such documents and take such other actions.