Common use of Covenants of the Issuer Clause in Contracts

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser that: (a) The Issuer shall not amend or supplement the Offering Memorandum or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof and been furnished a copy thereof prior to the proposed amendment or supplement and shall not have reasonably objected in writing within five (5) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (ii) 90 days after the date of this Agreement, any event occurs as a result of which the Preliminary Offering Memorandum or the Offering Memorandum as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any such time to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Law, the Issuer shall promptly notify the Initial Purchaser thereof and shall prepare and deliver to the Initial Purchaser, at the expense of the Issuer, an amendment of or supplement to the Preliminary Offering Memorandum or the Offering Memorandum which will correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur any costs in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer and the Manager jointly and severally agree to reimburse the Initial Purchaser for such costs, provided that the untrue statement or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined in Section 13 hereof). (b) The Issuer will use its reasonable efforts to arrange for qualification or exemption of the Notes for sale under the securities or “Blue Sky” laws of any state that the Initial Purchaser shall reasonably request and shall pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with the qualification or exemption and in connection with the determination of the eligibility of the Notes for investment under the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days after the date of this Agreement, provided that the Issuer will not be required to (i) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits (other than those suits arising out of the offering or sale of the Notes) in any jurisdiction where it is not now so subject or (iii) subject it to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not now so subject. (c) The Issuer shall, without charge, provide to the Initial Purchaser as many copies of the Preliminary Offering Memorandum and the Offering Memorandum and any amendment thereof or supplement thereto as the Initial Purchaser may reasonably request. (d) The Issuer (or any of its “affiliates” as defined in Regulation D under the Act), directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that is integrated with the sale of the Notes hereunder in a manner that would cause the exemption afforded by Section 4(2) of the Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Notes hereunder.

Covenants of the Issuer. The Issuer Company covenants and agrees with the Initial Purchaser thatas follows: (a) The Issuer shall not amend or supplement the Offering Memorandum or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof If and been furnished a copy thereof prior to the proposed amendment or supplement extent the offering of the Remarketed Notes in the Remarketing is required (in the view of counsel for the Company) to be registered under the Securities Act as in effect at the time of the Remarketing, the Company shall (Section 5(a) of this Agreement, the “Registration Covenants”): (i) if the Registration Statement is an “automatic shelf registration statement” on Form S-3ASR and shall not have reasonably objected in writing within five (5) Business Days after being furnished a copy thereof. Ifif, at any time during prior to the period beginning Remarketing Settlement Date, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, then (A) promptly notify the Remarketing Agent, (B) promptly file a new registration statement or post-effective amendment on the date hereof proper form relating to the Remarketed Notes, in a form satisfactory to the Remarketing Agent, (C) use its best efforts to cause such registration statement or post-effective amendment to be declared effective and ending on (D) promptly notify the earlier Remarketing Agent of (i) such effectiveness; take all other action necessary or appropriate to permit the date on which Initial Purchaser shall have completed the initial resale of all public offering and sale of the Remarketed Notes and to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be; (ii) 90 days pay the required Commission filing fees relating to the Remarketed Notes within the time required by Rule 456(b)(1) of the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act; (iii) prepare the Prospectus, file any such Prospectus pursuant to the Securities Act within the period required by the Securities Act and the rules and regulations thereunder and use commercially reasonable efforts to cause, if not already effective, the Registration Statement to be declared effective by the Commission prior to the applicable Remarketing Date (it being understood that, for so long as there is a material business transaction or development that has not yet been publicly disclosed, other than in connection with an Optional Remarketing, the Company will not be required to file such Registration Statement or provide such a Prospectus until the Company has publicly disclosed such transaction or development); (iv) file with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the reasonable judgment of the Company, be required by the Securities Act or requested by the Commission; (v) advise the Remarketing Agent promptly after it receives notice thereof, of the time when, (A) prior to the Remarketing Settlement Date, any amendment to the Registration Statement has been filed or becomes effective or, (B) before, on or after the date Remarketing Settlement Date, any supplement to the Prospectus or any amended Prospectus has been filed, and in each such case excluding documents filed under the Exchange Act incorporated by reference and in each case of this Agreement(A) and (B) furnish the Remarketing Agent with copies of such notice; (vi) file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a) or (c), 14 or 15(d) of the Exchange Act subsequent to the Commencement Date and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Remarketed Notes (including in circumstances where such requirement may be satisfied pursuant to Rule 172), and during such same period to advise the Remarketing Agent, promptly after it receives notice thereof, (A) of the time when any amendment to any Registration Statement has become effective or any supplement to any Prospectus or any amended Prospectus has been filed, (B) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Prospectus, (C) of the suspension of the qualification of the Remarketed Notes for offering or sale in any jurisdiction, (D) of the initiation or threatening of any proceeding or examination for any such purpose or pursuant to Section 8A of the Securities Act, or (E) of any request by the Commission for the amending or supplementing of any Registration Statement or Prospectus or for additional information; and in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any Prospectus or suspending any such qualification, use promptly its best efforts to obtain its withdrawal; (vii) if reasonably requested by the Remarketing Agent, prepare a final term sheet for the Remarketed Notes, containing solely a description of the Remarketed Notes, in a form agreed to with the Remarketing Agent, and file such final term sheet and all other Issuer Free Writing Prospectuses required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Securities Act within the time required by such Rule; (viii) furnish promptly to the Remarketing Agent such copies of the following documents in such quantities as the Remarketing Agent shall reasonably request: (a) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits); (b) the Preliminary Prospectus and any amendment or supplement thereto; (c) the Prospectus and any amendment or supplement thereto; (d) any Issuer Free Writing Prospectus and any amendment or supplement thereto, and (e) any document incorporated by reference in the Prospectus (excluding exhibits thereto); and, if at any time when delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required in connection with the Remarketing, any event occurs or development shall have occurred as a result of which (1) the Preliminary Offering Memorandum or the Offering Memorandum Prospectus as then amended or supplemented would include an any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were mademade when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is delivered, not misleading, or (2) if for any other reason it is necessary at any shall be necessary, in the reasonable judgment of the Company, during such time same period to amend or supplement the Preliminary Offering Memorandum Prospectus or to file under the Offering Memorandum Exchange Act any document incorporated by reference in the Prospectus in order to comply with any Applicable Lawthe Securities Act or the Exchange Act, or (3) if it shall be necessary during such same period to amend or supplement an Issuer Free Writing Prospectus in order for the Issuer shall promptly Free Writing Prospectus, as so amended or supplemented, not to conflict with the information then contained in the Registration Statement, then in each case notify the Initial Purchaser thereof Remarketing Agent and, upon its request, file such document and shall prepare and deliver furnish without charge to the Initial Purchaser, at Remarketing Agent and to any dealer in securities as many copies as the expense Remarketing Agent may from time to time reasonably request of the Issuer, an amendment of amended or supplement to the Preliminary Offering Memorandum or the Offering Memorandum which supplemented Prospectus that will correct such statement or omission or effect such compliance. In the event compliance or an amended or supplemented Issuer Free Writing Prospectus that the Initial Purchaser shall incur any costs in connection will not conflict with the reformation Registration Statement; (ix) during the time between the applicable Commencement Date and the Remarketing Settlement Date, prior to filing with the Commission (a) any amendment to the Registration Statement or supplement to the Prospectus or (b) any Prospectus pursuant to Rule 424 under the Securities Act, furnish a copy thereof to the Remarketing Agent; and not file any such amendment or supplement that shall be reasonably disapproved by the Remarketing Agent; (x) as soon as practicable, but in any event not later than eighteen months, after the date of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue Successful Remarketing, to make generally available to its security holders an earnings statement of material fact or failed to state a material fact necessary the Company (which need not be audited) complying with Section 11(a) of the Securities Act and the rules and regulations thereunder (including, at the option of the Company, Rule 158 under the Securities Act); and (xi) take such action as the Remarketing Agent may reasonably request in order to make qualify the statements therein, Remarketed Notes for offer and sale under the securities or “blue sky” laws of such jurisdictions as the Remarketing Agent may reasonably request and will continue such qualifications in the light effect so long as required for distribution of the circumstances under which they were made, not misleading, the Issuer and the Manager jointly and severally agree to reimburse the Initial Purchaser for such costs, Remarketed Notes; provided that in no event shall the untrue statement Company be required to qualify as a foreign corporation in a jurisdiction in which it is not so qualified, to file a general consent to service of process in any jurisdiction or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined in Section 13 hereof)submit to any requirements which it deems unduly burdensome. (b) The Issuer will use its reasonable efforts Company shall pay: (i) the costs incident to arrange for qualification or exemption the preparation and printing of the Registration Statement, if any, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Prospectus and any other Remarketing Materials and any amendments or supplements thereto; (ii) the costs of distributing the Registration Statement, if any, any Prospectus and any other Remarketing Materials and any amendments or supplements thereto; (iii) any fees and expenses of qualifying the Remarketed Notes for sale under the securities or “Blue Sky” laws of the several jurisdictions as provided in Section 5(a)(xi) and of preparing, printing and distributing a Blue Sky Memorandum, if any state that the Initial Purchaser shall reasonably request and shall pay all reasonable expenses (including any related reasonable fees and disbursements expenses of counselcounsel to the Remarketing Agent); (iv) any fees charged by investment rating agencies for rating of the Remarketed Notes; (v) all other costs and expenses incident to the performance of the obligations of the Company hereunder and the Remarketing Agent hereunder; and (vi) the reasonable fees and expenses of counsel to the Remarketing Agent in connection with the qualification or exemption and in connection with review by the determination Financial Industry Regulatory Authority, Inc. of the eligibility of the Notes for investment under the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days after the date of this Agreement, provided that the Issuer will not be required to (i) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits (other than those suits arising out of the offering or sale of the Remarketed Notes) in any jurisdiction where it is not now so subject or (iii) subject it to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not now so subject. (c) The Issuer shallCompany shall furnish the Remarketing Agent with such information and documents as the Remarketing Agent may reasonably request in connection with the transactions contemplated hereby, without charge, provide and to make reasonably available to the Initial Purchaser as many copies Remarketing Agent and any accountant, attorney or other advisor retained by the Remarketing Agent such information, and such access to the appropriate officers, employees and accountants of the Preliminary Offering Memorandum Company, that parties would customarily require, and reasonably requested by the Offering Memorandum and any amendment thereof or supplement thereto as the Initial Purchaser may reasonably requestRemarketing Agent, in connection with a due diligence investigation conducted in accordance with applicable securities laws. (d) The Issuer Between the applicable Commencement Date and the applicable Remarketing Settlement Date, the Company will not, without the prior written consent of the Remarketing Agent (or any which consent may be withheld at the reasonable discretion of its “affiliates” as defined in Regulation D under the ActRemarketing Agent), directly or through indirectly, sell, offer, contract to sell or grant any agentoption to sell, or otherwise dispose of, any debt securities which mature more than one year after the applicable Remarketing Settlement Date of the Company similar to the Remarketed Notes. (e) The Company represents and agrees that, unless it obtains the prior written consent of the Remarketing Agent, which consent shall not sellbe unreasonably withheld, and the Remarketing Agent represents and agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make any offer for sale relating to the Remarketed Notes that would constitute an Issuer Free Writing Prospectus, or solicit offers to buy or that would otherwise negotiate in respect of any constitute a “securityfree writing prospectus” (as defined in Rule 405 of the Act) that is integrated ), required to be filed by the Company with the sale Commission or retained by the Company under Rule 433; provided that, if prepared and used in accordance with Section 5(f) of this Agreement, such prior written consent shall be deemed given with respect to any final term sheet. Any such free writing prospectus consented to in writing by the Company or the Remarketing Agent, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus”. The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus” (as defined in Rule 433 of the Securities Act), and has complied and will comply with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. (f) The Company will prepare a final term sheet relating to the Remarketed Notes, containing only information that describes the final terms of the Remarketed Notes hereunder after providing the Remarketing Agent and its legal counsel with a reasonable opportunity to review and comment on such final term sheet (such final term sheet to be in a manner that would cause form and substance as last reviewed by the exemption afforded Remarketing Agent and the Company), and will file such final term sheet within the period required by Section 4(2Rule 433(d) of the Securities Act or following the safe harbor date such final terms have been established for the Remarketed Notes. Any such final term sheet is an Issuer Free Writing Prospectus and a Permitted Free Writing Prospectus for purposes of Regulation S thereunder to cease to be applicable to the offer and sale of the Notes hereunderthis Agreement.

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser several Underwriters that: (ai) The Issuer will upon request promptly deliver to the Representatives and Counsel to the Underwriters a conformed copy of the Registration Statement, certified by an officer of the Issuer to be in the form as originally filed and all amendments thereto. (ii) The Issuer will deliver to the Underwriters, as soon as practicable after the date hereof, as many copies of the Pricing Prospectus and Final Prospectus as they may reasonably request. (iii) The Issuer will cause or has caused the Final Prospectus to be filed with the Commission pursuant to Rule 424 under the Securities Act as soon as practicable and will advise the Underwriters of any stop order suspending the effectiveness of the Registration Statement or the institution of any proceeding therefor of which Issuer shall have received notice. The Issuer will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. The Issuer has complied and will comply with Rule 433 under the Securities Act in connection with the offering of the Bonds. (iv) If, during such period of time (not exceeding nine months) after the Final Prospectus has been filed with the Commission pursuant to Rule 424 under the Securities Act as in the opinion of Counsel for the Underwriters a prospectus covering the Bonds is required by law to be delivered in connection with sales by an Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), any event relating to or affecting the Issuer, the Bonds or the Recovery Property or of which the Issuer shall be advised in writing by the Representatives shall occur that in the Issuer’s reasonable judgment after consultation with Counsel for the Underwriters (as defined below) should be set forth in a supplement to, or an amendment of the Pricing Package or the Final Prospectus in order to make the Pricing Package or the Final Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Issuer will, at its expense, amend or supplement the Offering Memorandum Pricing Package or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof Final Prospectus by either (A) preparing and been furnished a copy thereof prior furnishing to the proposed Underwriters at the Issuer’s expense a reasonable number of copies of a supplement or supplements or an amendment or supplement and shall not have reasonably objected in writing within five amendments to the Pricing Package or the Final Prospectus or (5B) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all making an appropriate filing pursuant to Section 13 or Section 15 of the Notes and (ii) 90 days after Exchange Act, which will supplement or amend the date of this Agreement, any event occurs as a result of which the Preliminary Offering Memorandum Pricing Package or the Offering Memorandum Final Prospectus so that, as then amended supplemented or supplemented would include an amended, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Pricing Package or the Final Prospectus is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under which they were madethe Securities Act), not misleading, or if it is necessary at any ; provided that should such time to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Law, the Issuer shall promptly notify the Initial Purchaser thereof and shall prepare and deliver event relate solely to the Initial Purchaseractivities of any of the Underwriters, at then such Underwriters shall assume the expense of the Issuer, an preparing and furnishing any such amendment of or supplement to the Preliminary Offering Memorandum or the Offering Memorandum which supplement. The Issuer will correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur any costs in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer and the Manager jointly and severally agree to reimburse the Initial Purchaser for such costs, provided that the untrue statement or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined also fulfill its obligations set out in Section 13 hereof)3(d) above. (bv) The Issuer will use its reasonable efforts to arrange furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Bonds for qualification or exemption of the Notes for offer and sale under the securities blue-sky laws of the states of the United States as the Representatives may designate; provided that the Issuer shall not be required to qualify as a foreign limited liability company or “Blue Sky” dealer in securities, to file any consents to service of process under the laws of any state that jurisdiction, or meet any other requirements deemed by the Initial Purchaser shall reasonably request Issuer to be unduly burdensome. (vi) The Issuer or SCE will, except as herein provided, pay or cause to be paid all expenses and shall pay all reasonable expenses taxes (except transfer taxes) in connection with (i) the preparation and filing by it of the Registration Statement, Pricing Prospectus and Final Prospectus (including any amendments and supplements thereto) and any Issuer Free Writing Prospectuses, (ii) the issuance and delivery of the Bonds as provided in Section 7 hereof (including, without limitation, reasonable fees and disbursements of counselCounsel for the Underwriters and all trustee, rating agency and CPUC advisor fees), (iii) the qualification of the Bonds under blue-sky laws (including counsel fees not to exceed $15,000), (iv) the printing and delivery to the Underwriters of reasonable quantities of the Registration Statement and, except as provided in connection Section 8(a)(iv) hereof, of the Pricing Package and Final Prospectus. If the obligation of the Underwriters to purchase the Bonds terminates in accordance with the qualification provisions of Sections 7 (but excluding terminations arising thereunder out of an Underwriter default), 9, 10 or exemption 12 hereof, the Issuer or SCE (i) will reimburse the Underwriters for the reasonable fees and disbursements of Counsel for the Underwriters, and (ii) will reimburse the Underwriters for their reasonable out-of-pocket expenses, such out-of-pocket expenses in connection with the determination an aggregate amount not exceeding $200,000, incurred in contemplation of the eligibility performance of this Underwriting Agreement. The Issuer shall not in any event be liable to any of the Notes several Underwriters for investment under damages on account of loss of anticipated profits. (vii) During the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days after period from the date of this AgreementUnderwriting Agreement to the date that is five days after the Closing Date, the Issuer will not, without the prior written 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 (other than the Bonds). (viii) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 9(bb) of this Underwriting Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Issuer on or after the Closing Date, the Issuer shall furnish such documents and take such other actions. (ix) For a period from the date of this Underwriting Agreement until the retirement of the Bonds or until such time as the Underwriters shall cease to maintain a secondary market in the Bonds, whichever occurs first, the Issuer shall file with the Commission, and to the extent permitted by and consistent with the Issuer’s obligations under applicable law, make available on the website associated with the Issuer’s parent, such periodic reports, if any, as are required (without regard to the number of holders of Bonds to the extent permitted by and consistent with the Issuer’s obligations under applicable law) from time to time under Section 13 or Section 15(d) of the Exchange Act; provided that the Issuer will shall not be required to (i) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits (other than those suits arising out voluntarily suspend or terminate its filing obligations with the Commission unless permitted under applicable law and the terms of the offering Basic Documents. The Issuer shall also, to the extent permitted by and consistent with the Issuer’s obligations under applicable law, include in the periodic and other reports to be filed with the Commission as provided above or sale posted on the website associated with the Issuer’s parent, such information as required by Section 3.07(g) of the NotesIndenture with respect to the Bonds. To the extent that the Issuer’s obligations are terminated or limited by an amendment to Section 3.07(g) in any jurisdiction where it is not now so subject of the Indenture, or (iii) subject it to taxation in excess of a nominal dollar amount in any otherwise, such jurisdiction where it is not now so subjectobligations shall be correspondingly terminated or limited hereunder. (cx) The Issuer shalland SCE will not file any amendment to the Registration Statement or amendment or supplement to the Final Prospectus or amendment or supplement to the Pricing Package during the period when a prospectus relating to the Bonds is required to be delivered under the Securities Act, without charge, provide prior notice to the Initial Purchaser Underwriters, or to which Hunton Xxxxxxx Xxxxx LLP, who are acting as many copies counsel for the Underwriters (“Counsel for the Underwriters”), shall reasonably object by written notice to SCE and the Issuer. (xi) So long as any of the Preliminary Offering Memorandum Bonds are outstanding, the Issuer will furnish to the Representatives, if and to the Offering Memorandum extent not posted on XXXXX or the Issuer or its affiliate’s website, (A) as soon as available, a copy of each report of the Issuer filed with the Commission under the Exchange Act or mailed to the Bondholders (to the extent such reports are not publicly available on the Commission’s website), (B) upon request, a copy of any filings with the CPUC pursuant to the Financing Order including, but not limited to, any issuance advice letter or any routine or non-routine True-Up Adjustment filings, and (C) from time to time, any amendment thereof or supplement thereto information concerning the Issuer as the Initial Purchaser Representatives may reasonably request. (dxii) The So long as the Bonds are rated by any Rating Agency, the Issuer (or any of its “affiliates” as defined in Regulation D under the Act), directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that is integrated will comply with the sale 17g-5 Representations, other than (x) any noncompliance of the Notes hereunder in a manner 17g-5 Representations that would cause not have a material adverse effect on the exemption afforded by Section 4(2) rating of the Act Bonds or the safe harbor of Regulation S thereunder to cease to be applicable to Bonds or (y) any noncompliance arising from the offer and sale breach by an Underwriter of the Notes hereunderrepresentations and warranties and covenants set forth in Section 13 hereof.

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser several Underwriters that: (ai) The Issuer will upon request promptly deliver to the Representative and Counsel for the Underwriters (as defined below) a copy of the Registration Statement, certified by an officer or manager of the Issuer to be in the form as originally filed, including all exhibits thereto and all amendments thereto. (ii) The Issuer will deliver to the Underwriters, as soon as practicable after the date hereof, as many copies of the Pricing Prospectus and the Final Prospectus as they may reasonably request. (iii) The Issuer will cause or has caused the Final Prospectus to be filed with the Commission pursuant to Rule 424 under the Securities Act as soon as practicable and will advise the Underwriters of any stop order suspending the effectiveness of the Registration Statement or the institution of any proceeding therefor of which the Issuer shall have received notice. The Issuer will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. The Issuer has complied and will comply with Rule 433 under the Securities Act in connection with the offering of the Bonds. (iv) If, during such period of time (not exceeding nine months) after the Final Prospectus has been filed with the Commission pursuant to Rule 424 under the Securities Act as in the opinion of Counsel for the Underwriters a prospectus covering the Bonds is required by law to be delivered in connection with sales by an Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), any event relating to or affecting the Issuer, the Bonds or the Securitization Property or of which the Issuer shall be advised in writing by the Representative shall occur that should be set forth in a supplement to or an amendment of the Pricing Package or the Final Prospectus in order to make the Pricing Package or the Final Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Issuer will, at its expense, amend or supplement the Offering Memorandum Pricing Package or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof Final Prospectus, as applicable, by either (A) preparing and been furnished a copy thereof prior furnishing to the proposed Underwriters at the Issuer’s expense a reasonable number of copies of a supplement or supplements of or an amendment or supplement and shall not have reasonably objected in writing within five amendments to the Pricing Package or the Final Prospectus or (5B) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all making an appropriate filing pursuant to Section 13 or 15 of the Notes and (ii) 90 days after Exchange Act, which will supplement or amend the date of this Agreement, any event occurs as a result of which the Preliminary Offering Memorandum Pricing Package or the Offering Memorandum Final Prospectus so that, as then amended supplemented or supplemented would amended, it will not include an any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Pricing Package or the Final Prospectus is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under which they were madethe Securities Act), not misleading; provided, or if it is necessary at any that should such time to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Law, the Issuer shall promptly notify the Initial Purchaser thereof and shall prepare and deliver event relate solely to the Initial Purchaseractivities of any of the Underwriters, at then such Underwriters shall assume the expense of preparing and furnishing any such amendment or supplement; provided, further, that Counsel for the Issuer, an Underwriters shall not have objected to such amendment of or supplement pursuant to the Preliminary Offering Memorandum Section 8(a)(x) hereof or the Offering Memorandum which Section 8(b)(x) hereof. The Issuer will correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur any costs in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer and the Manager jointly and severally agree to reimburse the Initial Purchaser for such costs, provided that the untrue statement or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined also fulfill its obligations set out in Section 13 3(e) hereof). (bv) The Issuer will use its reasonable efforts to arrange furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Bonds for qualification or exemption of the Notes for offer and sale under the securities blue sky laws of the states of the United States as the Representative may designate; provided, that the Issuer shall not be required to qualify as a foreign limited liability company or “Blue Sky” dealer in securities, to file any consents to service of process under the laws of any state that jurisdiction or to meet any other requirements deemed by the Initial Purchaser shall reasonably request Issuer to be unduly burdensome. (vi) The Issuer or DTE will, except as herein provided, pay or cause to be paid all expenses and shall pay all reasonable expenses taxes (except transfer taxes) in connection with (A) the preparation and filing by it of the Registration Statement, the Pricing Prospectus and the Final Prospectus (including any amendments and supplements thereto) and any Issuer Free Writing Prospectuses, (B) the issuance and delivery of the Bonds as provided in Section 7 hereof (including reasonable fees and disbursements of counselCounsel for the Underwriters and all trustee, rating agency and MPSC advisor fees), (C) the qualification of the Bonds under blue sky laws (including counsel fees not to exceed $15,000) and (D) the printing and delivery to the Underwriters of reasonable quantities of the Registration Statement and, except as provided in connection Section 8(a)(iv) hereof, of the Pricing Package and Final Prospectus. If the obligation of the Underwriters to purchase the Bonds terminates in accordance with the qualification provisions of Section 9 hereof, Section 10 hereof or exemption and in connection with Section 12 hereof, the determination of the eligibility of the Notes for investment under the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications Issuer or exemptions in effect in such jurisdictions until the earlier of DTE (x) will reimburse (or cause to be reimbursed) the date on which Initial Purchaser shall have completed Underwriters for the initial resale reasonable fees and disbursements of all of Counsel for the Notes Underwriters and (y) 90 days after will reimburse (or cause to be reimbursed) the Underwriters for their reasonable out-of-pocket expenses (other than fees and disbursements of counsel covered in clause (x) above), such out-of-pocket expenses in an aggregate amount not exceeding $200,000, incurred in contemplation of the performance of this Underwriting Agreement. The Issuer shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits. (vii) During the period from the date of this AgreementUnderwriting Agreement to the date that is five days after the Closing Date, provided the Issuer will not, without the prior written consent of the Representative, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any asset-backed securities (other than the Bonds). (viii) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 9(m) hereof is conditioned upon the furnishing of documents or the taking of other actions by the Issuer on or after the Closing Date, the Issuer shall furnish such documents and take such other actions to the extent reasonably requested by any Rating Agency. (ix) For a period from the date of this Underwriting Agreement until the retirement of the Bonds or until such time as the Underwriters shall cease to maintain a secondary market in the Bonds, whichever occurs first, the Issuer shall file with the Commission and, to the extent permitted by and consistent with the Issuer’s obligations under applicable law, make available on the website associated with the Issuer or its affiliates such periodic reports, if any, as are required (without regard to the number of holders of Bonds to the extent permitted by and consistent with the Issuer’s obligations under applicable law) from time to time under Section 13 or 15(d) of the Exchange Act; provided, that the Issuer will shall not be required voluntarily suspend or terminate its filing obligations with the Commission unless permitted under applicable law and not prohibited by the terms of the Issuer Documents. The Issuer shall also, to (i) qualify to do business the extent permitted by and consistent with the Issuer’s obligations under applicable law, include in any jurisdiction it is not now so qualified, (iiperiodic and other reports to be filed with the Commission as provided above or posted on the website associated with the Issuer or its affiliates such information as required by Section 3.07(g) take any action that would subject it to service of process in suits (other than those suits arising out of the offering Indenture with respect to the Bonds. To the extent that the Issuer’s obligations are terminated or sale limited by an amendment to Section 3.07(g) of the Notes) in any jurisdiction where it is not now so subject Indenture, or (iii) subject it to taxation in excess of a nominal dollar amount in any otherwise, such jurisdiction where it is not now so subjectobligations shall be correspondingly terminated or limited hereunder. (cx) The Issuer shalland DTE will not file any amendment to the Registration Statement, any amendment or supplement to the Final Prospectus or any amendment or supplement to the Pricing Package during the period when a prospectus relating to the Bonds is required to be delivered under the Securities Act, without charge, provide prior notice to the Initial Purchaser Underwriters or to which Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, which is acting as many copies counsel for the Underwriters (“Counsel for the Underwriters”), shall reasonably object by written notice to the Issuer and DTE. (xi) So long as any of the Preliminary Offering Memorandum Bonds are outstanding, the Issuer will furnish to the Representative, if and to the Offering Memorandum extent not posted on the website of the Issuer or any of its affiliates, (A) as soon as available, a copy of each report of the Issuer filed with the Commission under the Exchange Act or furnished to the holders of the Bonds (in each case to the extent such reports are not publicly available on the Commission’s website), (B) upon request, a copy of any filings with the MPSC pursuant to the Financing Order, including any annual, semi-annual or more frequent true-up adjustment filings, and (C) from time to time, any amendment thereof or supplement thereto information concerning the Issuer as the Initial Purchaser Representative may reasonably request. (dxii) The So long as the Bonds are rated by any Rating Agency, the Issuer (or any of its “affiliates” as defined in Regulation D under the Act), directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that is integrated will comply with the sale 17g-5 Representations, other than (A) any noncompliance of the Notes hereunder in a manner 17g-5 Representations that would cause not have a material adverse effect on the exemption afforded by Section 4(2) Bonds or the rating of the Act Bonds or (B) any noncompliance arising from the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale breach by an Underwriter of the Notes hereunderrepresentations, warranties and covenants set forth in Section 13 hereof.

Covenants of the Issuer. (1) The Issuer covenants and agrees with that so long as any of the Initial Purchaser thatBonds remains outstanding: (a) It shall file with the Director-General of the Kanto Local Finance Bureau or any other relevant competent authority, annual securities reports, quarterly reports or semi-annual reports (if applicable) and (if necessary) extraordinary reports, as required under the Financial Instruments and Exchange Law, and shall otherwise comply with the laws and regulations of Japan (including the Financial Instruments and Exchange Law) applicable to the Bonds; and (b) It shall promptly furnish to the Joint-Lead Managers on behalf of the Managers copies of all public documents filed by the Issuer with the Director-General of the Kanto Local Finance Bureau, the Financial Services Agency or any other relevant competent authority, in connection with the Bonds pursuant to the Financial Instruments and Exchange Law and other public documents as the Joint-Lead Managers may reasonably request from time to time in writing in connection with the Bonds or any other debt securities which the Issuer may hereafter issue in Japan, provided that with respect to the documents filed with the Director-General of the Kanto Local Finance Bureau through the Electronic Disclosure for Investors’ NETwork (EDINET), the Issuer may notify the Joint-Lead Managers on behalf of the Managers of the filing of such documents in substitution for the delivery of copies thereof. (2) The Issuer shall not amend or supplement the Offering Memorandum or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof and been furnished a copy thereof prior hereby covenants that it will furnish to the proposed amendment or supplement Joint-Lead Managers for use by the Managers copies of the Prospectus in such quantities as the Joint-Lead Managers may from time to time reasonably request, and shall not have reasonably objected in writing within five (5) Business Days after being furnished a copy thereof. Ifif, at any time during the period beginning on the date hereof and ending on before the earlier of (i) the date on which Initial Purchaser time when a period of three months shall have completed elapsed after the initial resale of all time of the Notes and (ii) 90 days after filing of the date Supplement, or the time when delivery of this Agreementa prospectus is no longer required by Japanese law in connection with sales of any of the Bonds, any event occurs shall have occurred as a result of which the Preliminary Offering Memorandum or the Offering Memorandum Prospectus as then amended or supplemented would include an any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, or if for any other reason it is shall be necessary at any such time to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum Prospectus in order to comply with any Applicable the Financial Instruments and Exchange Law, the Issuer shall promptly notify the Initial Purchaser thereof Joint-Lead Managers on behalf of the Managers and shall upon their request promptly prepare and deliver furnish without charge to the Initial Purchaser, at Joint-Lead Managers for use by the expense Managers as many copies as the Joint-Lead Managers may from time to time reasonably request of the Issuer, an amendment of or a supplement to the Preliminary Offering Memorandum Prospectus or the Offering Memorandum an amended Prospectus which will correct such statement or omission or effect such compliance. In . (3) The Issuer shall advise the Joint-Lead Managers, promptly after the Issuer receives notice thereof, of the issuance by the Director-General of the Kanto Local Finance Bureau of any notice of hearing from which may result an order requiring the filing of an amendment to the Shelf Registration Statement (whether as originally filed or amended) or an order suspending the effectiveness of the registration pursuant to the Shelf Registration Statement; and in the event that the Initial Purchaser shall incur any costs in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madeissuance of any such order, not misleadinguse its reasonable best efforts to promptly file such required amendment or, as the case may be, file such amendment to the Shelf Registration Statement as is necessary for such Director-General of Kanto Local Finance Bureau to terminate such suspension order or otherwise use its reasonable best efforts to obtain such termination. (4) The Issuer shall at any time prior to receipt of the payment of the Net Subscription Moneys to the Issuer pursuant to Section (2) of Article 2, forthwith notify the Joint-Lead Managers on behalf of the Managers of any material change affecting any of the representations, warranties or agreements of the Issuer contained in this Agreement and the Issuer and the Manager jointly and severally Joint-Lead Managers on behalf of the Managers agree to reimburse consult each other regarding the Initial Purchaser for such costs, provided that the untrue statement or omission in such Preliminary Offering Memorandum did not relate solely steps to Initial Purchaser Information (as defined in Section 13 hereof). (b) The Issuer will use its reasonable efforts to arrange for qualification or exemption of the Notes for sale under the securities or “Blue Sky” laws of any state that the Initial Purchaser shall reasonably request and shall pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with the qualification or exemption and in connection with the determination of the eligibility of the Notes for investment under the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days after the date of this Agreement, provided that the Issuer will not be required to (i) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits (other than those suits arising out of the offering or sale of the Notes) in any jurisdiction where it is not now so subject or (iii) subject it to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not now so subject. (c) The Issuer shall, without charge, provide to the Initial Purchaser as many copies of the Preliminary Offering Memorandum taken and the Offering Memorandum and any amendment thereof or supplement thereto as the Initial Purchaser may reasonably requestcosts therefor. (d) The Issuer (or any of its “affiliates” as defined in Regulation D under the Act), directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that is integrated with the sale of the Notes hereunder in a manner that would cause the exemption afforded by Section 4(2) of the Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Notes hereunder.

Covenants of the Issuer. The Issuer hereby covenants and agrees with that for so long as any of the Initial Purchaser thatSecurities shall remain outstanding: (a) The it will duly and punctually pay the principal of and any interest on the Securities in accordance with the terms hereof; (b) it will do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charters and statutory) and franchises; (c) it will cause all material properties used or useful in the conduct of its business to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the reasonable judgment of Issuer may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that the foregoing shall not amend prevent the Issuer from discontinuing the operation or supplement maintenance of any such properties if such discontinuance is, in the Offering Memorandum reasonable judgment of Issuer, desirable in the conduct of its business or the business of any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof of its subsidiaries, and been furnished a copy thereof prior not disadvantageous in any material respect to the proposed amendment or supplement and holders of Securities; and, provided, further, that the failure to comply herewith shall not be deemed a breach hereof unless such failure would have reasonably objected in writing within five (5) Business Days after being furnished a copy thereof. If, at any time during the period beginning material adverse effect on the date hereof business, financial condition or results of operations of Issuer and ending on its subsidiaries, taken as a whole (a "Material Adverse Effect"); (d) it will pay or discharge or cause to be paid or discharged, before the earlier of same shall become delinquent, (i) all taxes, assessments and governmental charges levied or imposed upon the date on which Initial Purchaser shall have completed Issuer or upon the initial resale of all income, profits or property of the Notes Issuer, and (ii) 90 days after all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the date of this Agreement, any event occurs as a result of which the Preliminary Offering Memorandum or the Offering Memorandum as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light property of the circumstances under which they were madeIssuer; provided, not misleadinghowever, or if it is necessary at any such time to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Law, that the Issuer shall promptly notify the Initial Purchaser thereof and shall prepare and deliver to the Initial Purchaser, at the expense of the Issuer, an amendment of or supplement to the Preliminary Offering Memorandum or the Offering Memorandum which will correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur any costs in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer and the Manager jointly and severally agree to reimburse the Initial Purchaser for such costs, provided that the untrue statement or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined in Section 13 hereof). (b) The Issuer will use its reasonable efforts to arrange for qualification or exemption of the Notes for sale under the securities or “Blue Sky” laws of any state that the Initial Purchaser shall reasonably request and shall pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with the qualification or exemption and in connection with the determination of the eligibility of the Notes for investment under the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days after the date of this Agreement, provided that the Issuer will not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings; and, provided, further, that the failure to comply herewith shall not be deemed a breach if it would not have a Material Adverse Effect; (e) it shall furnish to each Registered Holder of Securities a copy of all documents it is required to send to its shareholders at the time the same are sent to shareholders, including, without limitation, annual reports and proxy statements; (f) as soon as it becomes aware of the same, it shall give written notice to each Registered Holder of Securities of any event or occurrence which by itself or with notice or lapse of time or both would entitle the holders of the Securities to declare the principal of and any interest on the Securities immediately due and payable pursuant to the terms hereof; (g) it will promptly obtain and maintain from time to time all authorizations, permits, approvals, consents, licenses and exemptions which are required under any applicable law or regulation to enable it to perform all of its payment, conversion and other material obligations under the Securities or which may be required for the validity or enforceability of the Securities; provided, however, that the failure to obtain and maintain such authorizations, permits, approvals, consents, licenses and exemptions as to material obligations other than payment and conversion shall not constitute a breach of this provision unless such non-compliance materially adversely affects the Issuer’s ability to comply with its obligations under the Securities; (h) it will duly and punctually comply with and observe all statutes now or hereafter in force and all ordinances, regulation and by-laws thereunder and all requirements and orders of any government or other public authority; provided, however, that any non-compliance with any such statute, ordinance, regulation or by-law shall not constitute a breach of this provision unless such non-compliance materially adversely affects the Issuer’s ability to comply with its obligations under the Securities; (i) qualify to do business in it shall permit any jurisdiction it is not now so qualified, (ii) take representative of any action that would subject it to service Registered Holder or Holders of process in suits (other than those suits arising out at least $250,000 aggregate principal amount of the offering or sale of Securities to make inspections of, and to report on, the Notes) in any jurisdiction where it is not now so subject or (iii) subject it to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not now so subject. (c) The property of, and business operations being carried out by, the Issuer shall, without charge, provide to the Initial Purchaser as many copies of the Preliminary Offering Memorandum and the Offering Memorandum and any amendment thereof or supplement thereto as the Initial Purchaser may reasonably request. (d) The Issuer (or any of its “affiliates” as defined in Regulation D subsidiaries; (j) it shall not: (i) declare or pay any cash dividends on its Common Stock or purchase, redeem or otherwise acquire or retire for value any shares of Common Stock (other than under the Actterms of the Issuer's stock option plan); or (ii) consolidate with or merge into any other Person, directly where the Issuer is not the surviving corporation, or through any agentconvey, shall not selltransfer, offer for sale or solicit offers to buy lease or otherwise negotiate dispose of all or substantially all of its assets, except in respect of any “security” (as defined in the Act) that is integrated compliance with the sale of the Notes hereunder terms and conditions set forth in a manner that would cause the exemption afforded by Section 4(2) of the Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Notes hereunder11 below.

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser several Underwriters that: (ai) The Issuer will upon request promptly deliver to the Underwriters and Counsel to the Underwriters a conformed copy of the Registration Statement, certified by an officer of the Issuer to be in the form as originally filed and all amendments thereto. (ii) The Issuer will deliver to the Underwriters, as soon as practicable after the date hereof, as many copies of the Pricing Prospectus and Final Prospectus as they may reasonably request. (iii) The Issuer will cause or has caused the Final Prospectus to be filed with the Commission pursuant to Rule 424 under the Securities Act as soon as practicable and will advise the Underwriters of any stop order suspending the effectiveness of the Registration Statement or preventing the use of the Registration Statement, or the institution of any proceeding therefor of which Issuer shall have received notice. The Issuer will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. The Issuer has complied and will comply with Rule 433 and Rule 163B under the Securities Act in connection with the offering of the Bonds. (iv) If, during such period of time (not exceeding nine months) after the Final Prospectus has been filed with the Commission pursuant to Rule 424 under the Securities Act as in the opinion of Counsel for the Underwriters a prospectus covering the Bonds is required by law to be delivered in connection with sales by an Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), any event relating to or affecting the Issuer, the Bonds or the Securitized Utility Tariff Property or of which the Issuer shall be advised in writing by the Underwriters shall occur that in the Issuer’s reasonable judgment after consultation with Counsel for the Underwriters (as defined below) should be set forth in a supplement to, or an amendment of the Pricing Package or the Final Prospectus in order to make the Pricing Package or the Final Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Issuer will, at its expense, amend or supplement the Offering Memorandum Pricing Package or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof Final Prospectus by either (A) preparing and been furnished a copy thereof prior furnishing to the proposed Underwriters at the Issuer’s expense a reasonable number of copies of a supplement or supplements or an amendment or supplement and shall not have reasonably objected in writing within five amendments to the Pricing Package or the Final Prospectus or (5B) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all making an appropriate filing pursuant to Section 13 or Section 15 of the Notes and (ii) 90 days after Exchange Act, which will supplement or amend the date of this Agreement, any event occurs as a result of which the Preliminary Offering Memorandum Pricing Package or the Offering Memorandum Final Prospectus so that, as then amended supplemented or supplemented would include an amended, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Pricing Package or the Final Prospectus is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under which they were madethe Securities Act), not misleading, or if it is necessary at any ; provided that should such time to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Law, the Issuer shall promptly notify the Initial Purchaser thereof and shall prepare and deliver event relate solely to the Initial Purchaseractivities of any of the Underwriters, at then such Underwriters shall assume the expense of preparing and furnishing any such amendment or supplement. The Issuer will also fulfill its obligations set out in Section 3(d) above. The Issuer will advise the Issuer, an amendment of or Underwriters promptly in writing when any supplement to the Preliminary Offering Memorandum or the Offering Memorandum which will correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur any costs in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingPricing Package, the Issuer and Final Prospectus or any amendment to the Manager jointly and severally agree to reimburse the Initial Purchaser for such costs, provided that the untrue statement Final Prospectus has been filed or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined in Section 13 hereof)distributed. (bv) The Issuer will use its reasonable efforts to arrange furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Bonds for qualification or exemption of the Notes for offer and sale under the securities blue-sky laws of the states of the United States as the Underwriters may designate; provided that the Issuer shall not be required to qualify as a foreign limited liability company or “Blue Sky” dealer in securities, to file any consents to service of process under the laws of any state that jurisdiction, or meet any other requirements deemed by the Initial Purchaser shall reasonably request Issuer to be unduly burdensome. (vi) The Issuer or Liberty will, except as herein provided, pay or cause to be paid all expenses and shall pay all reasonable expenses taxes (except transfer taxes) in connection with (i) the preparation and filing by it of the Registration Statement, Pricing Prospectus and Final Prospectus (including any amendments and supplements thereto) and any Issuer Free Writing Prospectuses, (ii) the issuance and delivery of the Bonds as provided in Section 7 hereof (including, without limitation, reasonable fees and disbursements of counselCounsel for the Underwriters and all trustee, rating agency and MPSC advisor fees), (iii) the qualification of the Bonds under blue-sky laws (including counsel fees not to exceed $15,000.00), (iv) the printing and delivery to the Underwriters of reasonable quantities of the Registration Statement and, except as provided in connection Section 8(a)(iv) hereof, of the Pricing Package and Final Prospectus. If the obligation of the Underwriters to purchase the Bonds terminates in accordance with the qualification provisions of Sections 7 (but excluding terminations arising thereunder out of an Underwriter default), 9, 10 or exemption 12 hereof, the Issuer or Liberty (i) will reimburse the Underwriters for the reasonable fees and disbursements of Counsel for the Underwriters, and (ii) will reimburse the Underwriters for their reasonable out-of-pocket expenses, such out-of-pocket expenses in connection with the determination an aggregate amount not exceeding $200,000, incurred in contemplation of the eligibility performance of this Underwriting Agreement. The Issuer shall not in any event be liable to any of the Notes several Underwriters for investment under damages on account of loss of anticipated profits. (vii) During the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days after period from the date of this AgreementUnderwriting Agreement to the date that is five days after the Closing Date, the Issuer will not, without the prior written consent of the Underwriters, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any asset-backed securities (other than the Bonds). (viii) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 9(y) of this Underwriting Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Issuer on or after the Closing Date, the Issuer shall furnish such documents and take such other actions. (ix) For a period from the date of this Underwriting Agreement until the retirement of the Bonds or until such time as the Underwriters shall cease to maintain a secondary market in the Bonds, whichever occurs first, the Issuer shall file with the Commission, and to the extent permitted by and consistent with the Issuer’s obligations under applicable law, make available on the website associated with the Issuer’s parent, such periodic reports, if any, as are required (without regard to the number of holders of Bonds to the extent permitted by and consistent with the Issuer’s obligations under applicable law) from time to time under Section 13 or Section 15(d) of the Exchange Act; provided that the Issuer will shall not be required to (i) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits (other than those suits arising out voluntarily suspend or terminate its filing obligations with the Commission unless permitted under applicable law and the terms of the offering Basic Documents. The Issuer shall also, to the extent permitted by and consistent with the Issuer’s obligations under applicable law, include in the periodic and other reports to be filed with the Commission as provided above or sale posted on the website associated with the Issuer’s parent, such information as required by Section 3.07(g) of the NotesIndenture with respect to the Bonds. To the extent that the Issuer’s obligations are terminated or limited by an amendment to Section 3.07(g) in any jurisdiction where it is not now so subject of the Indenture, or (iii) subject it to taxation in excess of a nominal dollar amount in any otherwise, such jurisdiction where it is not now so subjectobligations shall be correspondingly terminated or limited hereunder. (cx) The Issuer shalland Liberty will not file any amendment to the Registration Statement or amendment or supplement to the Final Prospectus or amendment or supplement to the Pricing Package during the period when a prospectus relating to the Bonds is required to be delivered under the Securities Act, without charge, provide prior notice to the Initial Purchaser Underwriters, or to which Nxxxxx Rxxx Xxxxxxxxx US LLP, who are acting as many copies counsel for the Underwriters (“Counsel for the Underwriters”), shall reasonably object by written notice to Liberty and the Issuer. (xi) So long as any of the Preliminary Offering Memorandum Bonds are outstanding, the Issuer will furnish to the Underwriters, if and to the Offering Memorandum extent not posted on EXXXX or the Issuer or its affiliate’s website, (A) as soon as available, a copy of each report of the Issuer filed with the Commission under the Exchange Act or mailed to the Bondholders (to the extent such reports are not publicly available on the Commission’s website), (B) upon request, a copy of any filings with the MPSC pursuant to the Financing Order including, but not limited to, any issuance advice letter or any routine or non-routine True-Up Adjustment filings, and (C) from time to time, any amendment thereof or supplement thereto information concerning the Issuer as the Initial Purchaser Underwriters may reasonably request. (dxii) The So long as the Bonds are rated by any Rating Agency, the Issuer (or any of its “affiliates” as defined in Regulation D under the Act), directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that is integrated will comply with the sale 17g-5 Representations, other than (x) any noncompliance of the Notes hereunder in a manner 17g-5 Representations that would cause not have a material adverse effect on the exemption afforded by Section 4(2) rating of the Act Bonds or the safe harbor of Regulation S thereunder to cease to be applicable to Bonds or (y) any noncompliance arising from the offer and sale breach by an Underwriter of the Notes hereunderrepresentations and warranties and covenants set forth in Section 13 hereof.

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser several Underwriters that: (ai) The Issuer will upon request promptly deliver to the Representatives and Counsel to the Underwriters a conformed copy of the Registration Statement, certified by an officer of the Issuer to be in the form as originally filed, including all Incorporated Documents and exhibits and all amendments thereto. (ii) The Issuer will deliver to the Underwriters, as soon as practicable after the date hereof, as many copies of the Pricing Prospectus and Final Prospectus as they may reasonably request. (iii) The Issuer will cause or has caused the Final Prospectus to be filed with the Commission pursuant to Rule 424 as soon as practicable and will advise the Underwriters of any stop order suspending the effectiveness of the Registration Statement or the institution of any proceeding therefor of which Issuer shall have received notice. The Issuer will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. The Issuer has complied and will comply with Rule 433 under the Securities Act in connection with the offering of the Bonds. (iv) If, during such period of time (not exceeding nine months) after the Final Prospectus has been filed with the Commission pursuant to Rule 424 as in the opinion of Counsel for the Underwriters a prospectus covering the Bonds is required by law to be delivered in connection with sales by an Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), any event relating to or affecting the Issuer, the Bonds or the Transition Property or of which the Issuer shall be advised in writing by the Representatives shall occur that in the Issuer’s reasonable judgment after consultation with Counsel for the Underwriters (as defined below) should be set forth in a supplement to, or an amendment of the Pricing Package or the Final Prospectus in order to make the Pricing Package or the Final Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Issuer will, at its expense, amend or supplement the Offering Memorandum Pricing Package or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof Final Prospectus by either (A) preparing and been furnished a copy thereof prior furnishing to the proposed Underwriters at the Issuer’s expense a reasonable number of copies of a supplement or supplements or an amendment or supplement and shall not have reasonably objected in writing within five amendments to the Pricing Package or the Final Prospectus or (5B) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all making an appropriate filing pursuant to Section 13 or Section 15 of the Notes and (ii) 90 days after Exchange Act, which will supplement or amend the date of this Agreement, any event occurs as a result of which the Preliminary Offering Memorandum Pricing Package or the Offering Memorandum Final Prospectus so that, as then amended supplemented or supplemented would include an amended, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Pricing Package or the Final Prospectus is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under which they were madethe Securities Act), not misleading, or if it is necessary at any ; provided that should such time to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Law, the Issuer shall promptly notify the Initial Purchaser thereof and shall prepare and deliver event relate solely to the Initial Purchaseractivities of any of the Underwriters, at then such Underwriters shall assume the expense of the Issuer, an preparing and furnishing any such amendment of or supplement to the Preliminary Offering Memorandum or the Offering Memorandum which supplement. The Issuer will correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur any costs in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer and the Manager jointly and severally agree to reimburse the Initial Purchaser for such costs, provided that the untrue statement or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined also fulfill its obligations set out in Section 13 hereof)3(e) above. (bv) The Issuer will use its reasonable efforts to arrange furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Bonds for qualification or exemption of the Notes for offer and sale under the securities blue-sky laws of the states of the United States as the Representatives may designate; provided that the Issuer shall not be required to qualify as a foreign limited liability company or “Blue Sky” dealer in securities, to file any consents to service of process under the laws of any state that jurisdiction, or meet any other requirements deemed by the Initial Purchaser shall reasonably request Issuer to be unduly burdensome. (vi) The Issuer or TCC will, except as herein provided, pay or cause to be paid all expenses and shall pay all reasonable expenses taxes (except transfer taxes) in connection with (i) the preparation and filing by it of the Registration Statement, Pricing Prospectus and Final Prospectus (including any amendments and supplements thereto) and any Issuer Free Writing Prospectuses, (ii) the issuance and delivery of the Bonds as provided in Section 7 hereof (including, without limitation, reasonable fees and disbursements of counselCounsel for the Underwriters and all trustee, rating agency and PUCT advisor fees), (iii) the qualification of the Bonds under blue-sky laws (including counsel fees not to exceed $15,000), (iv) the printing and delivery to the Underwriters of reasonable quantities of the Registration Statement and, except as provided in connection Section 8(a)(iv) hereof, of the Pricing Package and Final Prospectus. If the obligation of the Underwriters to purchase the Bonds terminates in accordance with the qualification provisions of Sections 7 (but excluding terminations arising thereunder out of an Underwriter default), 9, 10 or exemption 12 hereof, the Issuer or TCC (i) will reimburse the Underwriters for the reasonable fees and disbursements of Counsel for the Underwriters, and (ii) will reimburse the Underwriters for their reasonable out-of-pocket expenses, such out-of pocket expenses in connection with the determination an aggregate amount not exceeding $200,000, incurred in contemplation of the eligibility performance of this Underwriting Agreement. The Issuer shall not in any event be liable to any of the Notes several Underwriters for investment under damages on account of loss of anticipated profits. (vii) During the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days after period from the date of this AgreementUnderwriting Agreement to the date that is five days after the Closing Date, the Issuer will not, without the prior written 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 (other than the Bonds). (viii) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 9(bb) of this Underwriting Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Issuer on or after the Closing Date, the Issuer shall furnish such documents and take such other actions. (ix) For a period from the date of this Underwriting Agreement until the retirement of the Bonds or until such time as the Underwriters shall cease to maintain a secondary market in the Bonds, whichever occurs first, the Issuer shall file with the Commission, and to the extent permitted by and consistent with the Issuer’s obligations under applicable law, make available on the website associated with the Issuer’s parent, such periodic reports, if any, as are required (without regard to the number of holders of Bonds to the extent permitted by and consistent with the Issuer’s obligations under applicable law) from time to time under Section 13 or Section 15(d) of the Exchange Act; provided that the Issuer will shall not be required to (i) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits (other than those suits arising out voluntarily suspend or terminate its filing obligations with the Commission unless permitted under applicable law and the terms of the offering Basic Documents. The Issuer shall also, to the extent permitted by and consistent with the Issuer’s obligations under applicable law, include in the periodic and other reports to be filed with the Commission as provided above or sale posted on the website associated with the Issuer’s parent, such information as required by Section 3.07(d) of the NotesIndenture with respect to the Bonds. To the extent that the Issuer’s obligations are terminated or limited by an amendment to Section 3.07(d) in any jurisdiction where it is not now so subject of the Indenture, or (iii) subject it to taxation in excess of a nominal dollar amount in any otherwise, such jurisdiction where it is not now so subjectobligations shall be correspondingly terminated or limited hereunder. (cx) The Issuer shalland TCC will not file any amendment to the Registration Statement or amendment or supplement to the Final Prospectus or amendment or supplement to the Pricing Package during the period when a prospectus relating to the Bonds is required to be delivered under the Securities Act, without charge, provide prior notice to the Initial Purchaser Underwriters, or to which Xxxxx & XxXxxxx LLP, who are acting as many copies counsel for the Underwriters (“Counsel for the Underwriters”), shall reasonably object by written notice to TCC and the Issuer. (xi) So long as any of the Preliminary Offering Memorandum Bonds are outstanding, the Issuer will furnish to the Representatives, if and to the Offering Memorandum extent not posted on the Issuer or its affiliate’s website, (A) as soon as available, a copy of each report of the Issuer filed with the Commission under the Exchange Act or mailed to the Bondholders (to the extent such reports are not publicly available on the Commission’s website), (B) a copy of any filings with the PUCT pursuant to the Financing Order including, but not limited to, any issuance advice letter or any annual, semi-annual or more frequent True-Up Adjustment filings, and (C) from time to time, any amendment thereof or supplement thereto information concerning the Issuer as the Initial Purchaser Representatives may reasonably request. (dxii) The So long as the Bonds are rated by any Rating Agency, the Issuer (or any of its “affiliates” as defined in Regulation D under the Act), directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that is integrated will comply with the sale 17g-5 Representations, other than (x) any noncompliance of the Notes hereunder in a manner 17g-5 Representations that would cause not have a material adverse effect on the exemption afforded by Section 4(2) rating of the Act Bonds or the safe harbor of Regulation S thereunder to cease to be applicable to Bonds or (y) any noncompliance arising from the offer and sale breach by an Underwriter of the Notes hereunderrepresentations and warranties and covenants set forth in Section 13 hereof.

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser several Underwriters that: (ai) The Issuer will upon request promptly deliver to the Representatives and Counsel to the Underwriters a conformed copy of the Registration Statement, certified by an officer of the Issuer to be in the form as originally filed and all amendments thereto. (ii) The Issuer will deliver to the Underwriters, as soon as practicable after the date hereof, as many copies of the Pricing Prospectus and Final Prospectus as they may reasonably request. (iii) The Issuer will cause or has caused the Final Prospectus to be filed with the Commission pursuant to Rule 424 under the Securities Act as soon as practicable and will advise the Underwriters of any stop order suspending the effectiveness of the Registration Statement or preventing the use of the Registration Statement, or the institution of any proceeding therefor of which Issuer shall have received notice. The Issuer will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. The Issuer has complied and will comply with Rule 433 and Rule 163B under the Securities Act in connection with the offering of the Bonds. (iv) If, during such period of time (not exceeding nine months) after the Final Prospectus has been filed with the Commission pursuant to Rule 424 under the Securities Act as in the opinion of Counsel for the Underwriters a prospectus covering the Bonds is required by law to be delivered in connection with sales by an Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), any event relating to or affecting the Issuer, the Bonds or the Recovery Property or of which the Issuer shall be advised in writing by the Representatives shall occur that in the Issuer’s reasonable judgment after consultation with Counsel for the Underwriters (as defined below) should be set forth in a supplement to, or an amendment of the Pricing Package or the Final Prospectus in order to make the Pricing Package or the Final Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Issuer will, at its expense, amend or supplement the Offering Memorandum Pricing Package or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof Final Prospectus by either (A) preparing and been furnished a copy thereof prior furnishing to the proposed Underwriters at the Issuer’s expense a reasonable number of copies of a supplement or supplements or an amendment or supplement and shall not have reasonably objected in writing within five amendments to the Pricing Package or the Final Prospectus or (5B) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all making an appropriate filing pursuant to Section 13 or Section 15 of the Notes and (ii) 90 days after Exchange Act, which will supplement or amend the date of this Agreement, any event occurs as a result of which the Preliminary Offering Memorandum Pricing Package or the Offering Memorandum Final Prospectus so that, as then amended supplemented or supplemented would include an amended, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Pricing Package or the Final Prospectus is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under which they were madethe Securities Act), not misleading, or if it is necessary at any ; provided that should such time to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Law, the Issuer shall promptly notify the Initial Purchaser thereof and shall prepare and deliver event relate solely to the Initial Purchaseractivities of any of the Underwriters, at then such Underwriters shall assume the expense of preparing and furnishing any such amendment or supplement. The Issuer will also fulfill its obligations set out in Section 3(d) above. The Issuer will advise the Issuer, an amendment of or Underwriters promptly in writing when any supplement to the Preliminary Offering Memorandum or the Offering Memorandum which will correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur any costs in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingPricing Package, the Issuer and Final Prospectus or any amendment to the Manager jointly and severally agree to reimburse the Initial Purchaser for such costs, provided that the untrue statement Final Prospectus has been filed or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined in Section 13 hereof)distributed. (bv) The Issuer will use its reasonable efforts to arrange furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Bonds for qualification or exemption of the Notes for offer and sale under the securities blue-sky laws of the states of the United States as the Representatives may designate; provided that the Issuer shall not be required to qualify as a foreign limited liability company or “Blue Sky” dealer in securities, to file any consents to service of process under the laws of any state that jurisdiction, or meet any other requirements deemed by the Initial Purchaser shall reasonably request Issuer to be unduly burdensome. (vi) The Issuer or PG&E will, except as herein provided, pay or cause to be paid all expenses and shall pay all reasonable expenses taxes (except transfer taxes) in connection with (i) the preparation and filing by it of the Registration Statement, Pricing Prospectus and Final Prospectus (including any amendments and supplements thereto) and any Issuer Free Writing Prospectuses, (ii) the issuance and delivery of the Bonds as provided in Section 7 hereof (including, without limitation, reasonable fees and disbursements of counselCounsel for the Underwriters and all trustee, rating agency and CPUC advisor fees), (iii) the qualification of the Bonds under blue-sky laws (including counsel fees not to exceed $10,000.00), (iv) the printing and delivery to the Underwriters of reasonable quantities of the Registration Statement and, except as provided in connection Section 8(a)(iv) hereof, of the Pricing Package and Final Prospectus. If the obligation of the Underwriters to purchase the Bonds terminates in accordance with the qualification provisions of Sections 7 (but excluding terminations arising thereunder out of an Underwriter default), 9, 10 or exemption 12 hereof, the Issuer or PG&E (i) will reimburse the Underwriters for the reasonable fees and disbursements of Counsel for the Underwriters, and (ii) will reimburse the Underwriters for their reasonable out-of-pocket expenses, such out-of-pocket expenses in connection with the determination an aggregate amount not exceeding $200,000, incurred in contemplation of the eligibility performance of this Underwriting Agreement. The Issuer shall not in any event be liable to any of the Notes several Underwriters for investment under damages on account of loss of anticipated profits. (vii) During the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days after period from the date of this AgreementUnderwriting Agreement to the date that is five days after the Closing Date, the Issuer will not, without the prior written 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 (other than the Bonds). (viii) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 9(t) of this Underwriting Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Issuer on or after the Closing Date, the Issuer shall furnish such documents and take such other actions. (ix) For a period from the date of this Underwriting Agreement until the retirement of the Bonds or until such time as the Underwriters shall cease to maintain a secondary market in the Bonds, whichever occurs first, the Issuer shall file with the Commission, and to the extent permitted by and consistent with the Issuer’s obligations under applicable law, make available on the website associated with the Issuer’s parent, such periodic reports, if any, as are required (without regard to the number of holders of Bonds to the extent permitted by and consistent with the Issuer’s obligations under applicable law) from time to time under Section 13 or Section 15(d) of the Exchange Act; provided that the Issuer will shall not be required to (i) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits (other than those suits arising out voluntarily suspend or terminate its filing obligations with the Commission unless permitted under applicable law and the terms of the offering Basic Documents. The Issuer shall also, to the extent permitted by and consistent with the Issuer’s obligations under applicable law, include in the periodic and other reports to be filed with the Commission as provided above or sale posted on the website associated with the Issuer’s parent, such information as required by Section 3.07(g) of the NotesIndenture with respect to the Bonds. To the extent that the Issuer’s obligations are terminated or limited by an amendment to Section 3.07(g) in any jurisdiction where it is not now so subject of the Indenture, or (iii) subject it to taxation in excess of a nominal dollar amount in any otherwise, such jurisdiction where it is not now so subjectobligations shall be correspondingly terminated or limited hereunder. (cx) The Issuer shalland PG&E will not file any amendment to the Registration Statement or amendment or supplement to the Final Prospectus or amendment or supplement to the Pricing Package during the period when a prospectus relating to the Bonds is required to be delivered under the Securities Act, without charge, provide prior notice to the Initial Purchaser Underwriters, or to which Xxxxxx Xxxx Xxxxxxxxx US LLP, who are acting as many copies counsel for the Underwriters (“Counsel for the Underwriters”), shall reasonably object by written notice to PG&E and the Issuer. (xi) So long as any of the Preliminary Offering Memorandum Bonds are outstanding, the Issuer will furnish to the Representatives, if and to the Offering Memorandum extent not posted on XXXXX or the Issuer or its affiliate’s website, (A) as soon as available, a copy of each report of the Issuer filed with the Commission under the Exchange Act or mailed to the Bondholders (to the extent such reports are not publicly available on the Commission’s website), (B) upon request, a copy of any filings with the CPUC pursuant to the Financing Order including, but not limited to, any issuance advice letter or any routine or non-routine True-Up Adjustment filings, and (C) from time to time, any amendment thereof or supplement thereto information concerning the Issuer as the Initial Purchaser Representatives may reasonably request. (dxii) The So long as the Bonds are rated by any Rating Agency, the Issuer (or any of its “affiliates” as defined in Regulation D under the Act), directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that is integrated will comply with the sale 17g-5 Representations, other than (x) any noncompliance of the Notes hereunder in a manner 17g-5 Representations that would cause not have a material adverse effect on the exemption afforded by Section 4(2) rating of the Act Bonds or the safe harbor of Regulation S thereunder to cease to be applicable to Bonds or (y) any noncompliance arising from the offer and sale breach by an Underwriter of the Notes hereunderrepresentations and warranties and covenants set forth in Section 13 hereof.

Covenants of the Issuer. The Issuer covenants and agrees with for the Initial Purchaser thatbenefit of Ambac as follows: (a) The Issuer shall not amend or supplement it will comply with the Offering Memorandum or any amendment thereof or supplement thereto unless undertakings and covenants set out in the Initial Purchaser previously shall have been advised thereof and been furnished Finance Documents to which it is a copy thereof prior to the proposed amendment or supplement and shall not have reasonably objected party including without limitation in writing within five (5) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all Clause 4 of the Notes and (ii) 90 days after the date of Subscription Agreement as if such covenants were incorporated mutatis mutandis into this Agreement, any event occurs as a result of which the Preliminary Offering Memorandum or the Offering Memorandum as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any such time to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Law, the Issuer shall promptly notify the Initial Purchaser thereof and shall prepare and deliver to the Initial Purchaser, at the expense of the Issuer, an amendment of or supplement to the Preliminary Offering Memorandum or the Offering Memorandum which will correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur any costs in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer and the Manager jointly and severally agree to reimburse the Initial Purchaser for such costs, provided that the untrue statement or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined in Section 13 hereof).; (b) The Issuer it will use its reasonable efforts forthwith notify Ambac of anything which has or may reasonably be expected to arrange for qualification have rendered untrue or exemption incorrect in any respect any of the Notes for sale under representations and warranties in Clause 2.1 of this Agreement and which is material in the securities or “Blue Sky” laws of any state that the Initial Purchaser shall reasonably request and shall pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with the qualification or exemption and in connection with the determination context of the eligibility issue and offering of the Notes for investment under the laws Bonds and of the jurisdictions that transactions contemplated by the Initial Purchaser may reasonably designate and will continue such qualifications Finance Documents or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all issue of the Notes and (y) 90 days after the date of this Agreement, provided that the Issuer will not be required to (i) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits (other than those suits arising out of the offering or sale of the Notes) in any jurisdiction where it is not now so subject or (iii) subject it to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not now so subject.Financial Guarantee; (c) The Issuer shallit will provide Ambac with any information, without chargenotices, provide to including, inter alia, management accounts (in such form as they are produced by the Initial Purchaser as many copies of Issuer), audited financial statements and other financial information promptly on request after the Preliminary Offering Memorandum and the Offering Memorandum and any amendment thereof or supplement thereto as the Initial Purchaser may reasonably request.same become available; (d) The subject to Applicable Requirements, that the duties and obligations of the Issuer herein shall continue in full force and effect until all of its obligations under the Finance Documents have been fully and irrevocably discharged, notwithstanding payment by the Issuer of all amounts due in respect of the Bonds; (e) that, prior to the Trustee presenting a Notice of Demand to Ambac, the Issuer will have utilised all other financial resources available to it for the purposes of paying interest and/or principal and/or any other sums due to the Bondholders of the relevant Bonds; (f) subject to Applicable Requirements, it will, upon reasonable prior notice by Ambac make appropriate management personnel available for a meeting (whether conducted over the telephone or otherwise) with Ambac at a mutually acceptable time and place to discuss the Issuer's operational and financial performance over the preceding financial year and its financial plans for the next three years; (g) subject to Applicable Requirements, it will, as soon as reasonably practicable after request by Ambac, provide appropriate personnel for a meeting (whether conducted over the telephone or otherwise) with Ambac at a mutually acceptable time and place if there occurs a significant change in the financial position of the Issuer or any Subsidiary which is material to the Issuer as shown in its most recent financial statements or in any report produced by OFGEM concerning the Issuer or any of its “affiliates” as defined Subsidiaries; (h) in Regulation D consideration for Ambac's issuance of the Financial Guarantee, it will, on the terms and subject to the conditions of this Agreement: (i) pay or procure the payment, from time to time, of any Guarantee Fees due and payable to Ambac in accordance with the Guarantee Fee Letter and this Agreement; (j) promptly pay to Ambac, all and any sums and fees due and payable to Ambac under the Act)Finance Documents including, for the avoidance of doubt, (if applicable) the amount equal to the loss, liability or cost which Ambac determines will be or has been (directly or through indirectly) suffered for or on account of any agent, shall not sell, offer for sale Tax by Ambac (except any Tax by reference to the net income received or solicit offers to buy receivable by Ambac) or otherwise negotiate in respect of, or applicable to, the payment of any “security” (such sums and fees, as defined provided for in the ActFinance Documents; and (k) that is integrated with indemnify and reimburse Ambac on the sale terms of the Notes hereunder in a manner that would cause the exemption afforded by Section 4(2) of the Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Notes hereunderthis Agreement.

Covenants of the Issuer. The 10.1 If, during the Sponsorship Term, a Material Change in the assets, liabilities (contingent or otherwise), business, operations or capital of the Issuer covenants and agrees with occurs, or is anticipated or threatened, or change in a Material Fact occurs in the Initial Purchaser thataffairs of the Issuer, the Issuer will: (a) The Issuer shall not amend or supplement the Offering Memorandum or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof and been furnished a copy thereof prior to the proposed amendment or supplement and shall not have reasonably objected in writing within five (5) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (ii) 90 days after the date of this Agreement, any event occurs as a result of which the Preliminary Offering Memorandum or the Offering Memorandum as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any such time to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Law, the Issuer shall promptly notify the Initial Purchaser thereof and shall prepare and deliver to the Initial PurchaserAgent, at the expense in writing of the Issuer, an amendment of or supplement to the Preliminary Offering Memorandum or the Offering Memorandum which will correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur any costs in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light full particulars of the circumstances under which they were made, not misleading, the Issuer and the Manager jointly and severally agree to reimburse the Initial Purchaser for such costs, provided that the untrue statement or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined in Section 13 hereof).change; (b) The Issuer will use its reasonable efforts to arrange for qualification or exemption of the Notes for sale under the securities or “Blue Sky” laws of any state that the Initial Purchaser shall reasonably request and shall pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection file with the qualification or exemption Regulator)' Authorities as soon as practicable, and in connection with the determination of the eligibility of the Notes for investment under the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 any event no later than 10 days after the date of this Agreementchange occurs, provided that an amendment to the Issuer will not be required Prospectus in a form acceptable to (i) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits (other than those suits arising out of the offering or sale of Agent disclosing the Notes) in any jurisdiction where it is not now so subject or (iii) subject it to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not now so subject.Material Change; and (c) The Issuer shall, without charge, provide to the Initial Purchaser as many copies of that amendment to the Preliminary Offering Memorandum and the Offering Memorandum and any amendment thereof or supplement thereto Agent as the Initial Purchaser Agent may reasonably request. (d) 10.2 The Issuer shall in good faith discuss with the Agent any fact or change in circumstances (actual and anticipated, contemplated or threatened, whether financial or otherwise) which is of such a nature that there is reasonable doubt as to whether notice in writing need be given to the Agent pursuant to the previous Subsection. 10.3 If the Issuer is not certain as to whether a Material Change has occurred, the Issuer must promptly notify the Agent in writing of the full particulars of the event giving rise to the uncertainty, and must consult with the Agent as to whether such event constitutes a Material Change. 10.4 During the Sponsorship Term the Issuer must promptly provide the Agent with copies of all Reports forthwith upon preparation or receipt of same. 10.5 During the Sponsorship Term the Issuer must promptly notify the Agent of: (a) any proposed Change of its “affiliates” as defined in Regulation D under the Act), directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” Business (as defined in the Act) that is integrated with the sale of the Notes hereunder in a manner that would cause the exemption afforded by Section 4(2Exchange Policies) of the Act Issuer; (b) any proposed Fundamental Acquisition (as defined in the Exchange Policies) of the Issuer; (c) any proposed Change of Control (as defined in the Exchange Policies) of the Issuer; (d) any proposed Change of Management (as defined in the Exchange Policies) of the Issuer; (e) any other proposed transaction of the Issuer that constitutes an element of a Reverse Take-Over (as defined in the Exchange Policies); and (f) sale or other disposition of any outstanding shares in the capital of any Subsidiaries wholly or partially owned by the Issuer. 10.6 During the Sponsorship Term the Issuer must promptly notify the Agent of any proposed change to the constitution of the board of directors of the Issuer, or to the membership of senior management of the Issuer. The Issuer must promptly notify the Agent in writing of any resignations, terminations or departures of members of the board of directors or senior management (together with the events outlined in die above Subsection, "Fundamental Change"). 10.7 During the Sponsorship Term the Issuer must provide the Agent with copies of all Quarterly and Year End Reports, press releases, promotional materials, material change reports, materials prepared in connection with the Issuer's annual general meeting and any other general meetings of shareholders, annual reports, and financial statements prepared by or for the Issuer promptly after their preparation or receipt. 10.8 During the Sponsorship Term the Issuer must, at least 10 business days before the deadline, notify the Agent of any circumstances where the Issuer does not expect to comply with a filing deadline imposed by the Exchange or the safe harbor Commissions. 10.9 The Issuer must at all times use its reasonable best efforts to assist the Agent in carrying out its Sponsorship Duties. 10.10 The Issuer acknowledges that it has appointed Xxxxxx Xxxxxx, President and Chief Executive Officer of Regulation S thereunder the Issuer, as its officer responsible for carrying out its reporting obligations to cease the Agent hereunder, and agrees that the Agent may direct and address all inquiries and submit all notices hereunder to the attention of Xxxxxx Xxxxxx. 10.11 Nothing in this Agreement is to be applicable construed as a xxxxxx on the discretion of the directors of the Issuer. 10.12 All information relating to the offer and sale Issuer provided by the Issuer to the Agent must be directed to die corporate finance department of the Notes hereunderAgent, and the Issuer will not disclose to any other person associated with the Agent any information relating to the Issuer which is not publicly available.

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser several Underwriters that: (ai) The Issuer will upon request promptly deliver to the Representative and Counsel for the Underwriters a conformed copy of the Registration Statement, certified by an officer of the Issuer to be in the form as originally filed and all amendments thereto. (ii) The Issuer will deliver to the Underwriters, as soon as practicable after the date hereof, as many copies of the Pricing Prospectus and Final Prospectus as they may reasonably request. (iii) The Issuer will cause or has caused the Final Prospectus to be filed with the Commission pursuant to Rule 424 under the 1933 Act as soon as practicable and will advise the Underwriters of any stop order suspending the effectiveness of the Registration Statement or the institution of any proceeding therefor of which Issuer shall have received notice. The Issuer will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. The Issuer has complied and will comply with Rule 433 under the 1933 Act in connection with the offering of the Bonds. (iv) If, during such period of time (not exceeding nine months) after the Final Prospectus has been filed with the Commission pursuant to Rule 424 under the 1933 Act as in the opinion of Counsel for the Underwriters a prospectus covering the Bonds is required by law to be delivered in connection with sales by an Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the 1933 Act), any event relating to or affecting the Issuer, the Bonds or the Environmental Control Property or of which the Issuer shall be advised in writing by the Representative shall occur that in the Issuer’s reasonable judgment after consultation with Counsel for the Underwriters (as defined below) should be set forth in a supplement to, or an amendment of the Pricing Package or the Final Prospectus in order to make the Pricing Package or the Final Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the 1933 Act), the Issuer will, at its expense, amend or supplement the Offering Memorandum Pricing Package or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof Final Prospectus by either (A) preparing and been furnished a copy thereof prior furnishing to the proposed Underwriters at the Issuer’s expense a reasonable number of copies of a supplement or supplements or an amendment or supplement and shall not have reasonably objected in writing within five amendments to the Pricing Package or the Final Prospectus or (5B) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all making an appropriate filing pursuant to Section 13 or Section 15 of the Notes and (ii) 90 days after 1934 Act, which will supplement or amend the date of this Agreement, any event occurs as a result of which the Preliminary Offering Memorandum Pricing Package or the Offering Memorandum Final Prospectus so that, as then amended supplemented or supplemented would include an amended, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Pricing Package or the Final Prospectus is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under which they were madethe 1933 Act), not misleading, or if it is necessary at any ; provided that should such time to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Law, the Issuer shall promptly notify the Initial Purchaser thereof and shall prepare and deliver event relate solely to the Initial Purchaseractivities of any of the Underwriters, at then such Underwriters shall assume the expense of the Issuer, an preparing and furnishing any such amendment of or supplement to the Preliminary Offering Memorandum or the Offering Memorandum which supplement. The Issuer will correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur any costs in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer and the Manager jointly and severally agree to reimburse the Initial Purchaser for such costs, provided that the untrue statement or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined also fulfill its obligations set out in Section 13 hereof)3(d) above. (bv) The Issuer will use its reasonable efforts to arrange furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Bonds for qualification or exemption of the Notes for offer and sale under the securities blue-sky laws of the states of the United States as the Representative may designate; provided that the Issuer shall not be required to qualify as a foreign limited liability company or “Blue Sky” dealer in securities, to file any consents to service of process under the laws of any state that jurisdiction, or meet any other requirements deemed by the Initial Purchaser shall reasonably request Issuer to be unduly burdensome. (vi) The Issuer or Wisconsin Electric will, except as herein provided, pay or cause to be paid all expenses and shall pay all reasonable expenses taxes (except transfer taxes) in connection with (i) the preparation and filing by it of the Registration Statement, Pricing Prospectus and Final Prospectus (including any amendments and supplements thereto) and any Issuer Free Writing Prospectuses, (ii) the issuance and delivery of the Bonds as provided in Section 7 hereof (including, without limitation, reasonable fees and disbursements of counselCounsel for the Underwriters and all trustee and rating agency fees), (iii) the qualification of the Bonds under blue-sky laws (including counsel fees not to exceed $15,000), (iv) the printing and delivery to the Underwriters of reasonable quantities of the Registration Statement and, except as provided in connection Section 8(a)(iv) hereof, of the Pricing Package and Final Prospectus. If the obligation of the Underwriters to purchase the Bonds terminates in accordance with the qualification provisions of Sections 7 (but excluding terminations arising thereunder out of an Underwriter default), 9, 10 or exemption 12 hereof, the Issuer or Wisconsin Electric (i) will reimburse the Underwriters for the reasonable fees and disbursements of Counsel for the Underwriters, and (ii) will reimburse the Underwriters for their reasonable out-of-pocket expenses, such out-of-pocket expenses in connection with the determination an aggregate amount not exceeding $200,000, incurred in contemplation of the eligibility performance of this Underwriting Agreement. The Issuer shall not in any event be liable to any of the Notes several Underwriters for investment under damages on account of loss of anticipated profits. (vii) During the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days after period from the date of this AgreementUnderwriting Agreement to the date that is five days after the Closing Date, the Issuer will not, without the prior written consent of the Representative, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any asset-backed securities (other than the Bonds). (viii) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 9(z) of this Underwriting Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Issuer on or after the Closing Date, the Issuer shall furnish such documents and take such other actions. (ix) For a period from the date of this Underwriting Agreement until the retirement of the Bonds or until such time as the Underwriters shall cease to maintain a secondary market in the Bonds, whichever occurs first, the Issuer shall file with the Commission, and to the extent permitted by and consistent with the Issuer’s obligations under applicable law, make available on the website associated with the Issuer or its affiliates, such periodic reports, if any, as are required (without regard to the number of holders of Bonds to the extent permitted by and consistent with the Issuer’s obligations under applicable law) from time to time under Section 13 or Section 15(d) of the 1934 Act; provided that the Issuer will shall not be required to (i) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits (other than those suits arising out voluntarily suspend or terminate its filing obligations with the Commission unless permitted under applicable law and the terms of the offering Indenture, the Bonds, the Sale Agreement, the Servicing Agreement and the Administrative Agreement. The Issuer shall also, to the extent permitted by and consistent with the Issuer’s obligations under applicable law, include in the periodic and other reports to be filed with the Commission as provided above or sale posted on the website associated with the Issuer or its affiliates, such information as required by Section 3.07(g) of the NotesIndenture with respect to the Bonds. To the extent that the Issuer’s obligations are terminated or limited by an amendment to Section 3.07(g) in any jurisdiction where it is not now so subject of the Indenture, or (iii) subject it to taxation in excess of a nominal dollar amount in any otherwise, such jurisdiction where it is not now so subjectobligations shall be correspondingly terminated or limited hereunder. (cx) The Issuer shalland Wisconsin Electric will not file any amendment to the Registration Statement or amendment or supplement to the Final Prospectus or amendment or supplement to the Pricing Package during the period when a prospectus relating to the Bonds is required to be delivered under the Securities Act, without charge, provide prior notice to the Initial Purchaser Underwriters, or to which Hunton Xxxxxxx Xxxxx LLP, who are acting as many copies counsel for the Underwriters (“Counsel for the Underwriters”), shall reasonably object by written notice to Wisconsin Electric and the Issuer. (xi) So long as any of the Preliminary Offering Memorandum Bonds are outstanding, the Issuer will furnish to the Representative, if and to the Offering Memorandum extent not posted on XXXXX or the Issuer or its affiliate’s website, (A) as soon as available, a copy of each report of the Issuer filed with the Commission under the Exchange Act or mailed to the Bondholders (to the extent such reports are not publicly available on the Commission’s website), (B) upon request, a copy of any filings with the PSCW pursuant to the Financing Order including, but not limited to, any routine or non-routine True-Up Adjustment filings, and (C) from time to time, any amendment thereof or supplement thereto information concerning the Issuer as the Initial Purchaser Representative may reasonably request. (dxii) The So long as the Bonds are rated by any Rating Agency, the Issuer (or any of its “affiliates” as defined in Regulation D under the Act), directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that is integrated will comply with the sale 17g-5 Representations, other than (x) any noncompliance of the Notes hereunder in a manner 17g-5 Representations that would cause not reasonably be expected to have a material adverse effect on the exemption afforded by Section 4(2) rating of the Act Bonds or the safe harbor of Regulation S thereunder to cease to be applicable to Bonds or (y) any noncompliance arising from the offer and sale breach by an Underwriter of the Notes hereunderrepresentations and warranties and covenants set forth in Section 14 hereof.

Covenants of the Issuer. The Issuer hereby covenants and agrees with that for so long as any of the Initial Purchaser thatSecurities shall remain Outstanding: (a) The it will duly and punctually pay the principal of and any interest on the Securities in accordance with the terms hereof; (b) it will do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charters and statutory) and franchises; (c) it will cause all material properties used or useful in the conduct of its business to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the reasonable judgment of Issuer may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; PROVIDED, HOWEVER, that the foregoing shall not prevent the Issuer from discontinuing the operation or maintenance of any such properties if such discontinuance is, in the reasonable judgment of Issuer, desirable in the conduct of its business or the business of any of its subsidiaries, and not disadvantageous in any material respect to the holders of Securities; and, PROVIDED, FURTHER, that the failure to comply herewith shall not be deemed a breach hereof unless such failure would have a material adverse effect on the business, financial condition or results of operations of Issuer and its subsidiaries, taken as a whole (a "Material Adverse Effect"); (d) it will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and governmental charges levied or imposed upon the Issuer or upon the income, profits or property of the Issuer, and (ii) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the property of the Issuer; PROVIDED, HOWEVER, that the Issuer shall not amend be required to pay or supplement discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings; and, PROVIDED, FURTHER, that the Offering Memorandum failure to comply herewith shall not be deemed a breach if it would not have a Material Adverse Effect; (e) it shall furnish to each Registered Holder of Securities a copy of all documents it is required to send to its shareholders at the time the same are sent to shareholders, including, without limitation, annual reports and proxy statements; (f) as soon as it becomes aware of the same, it shall give written notice to each Registered Holder of Securities of any event or occurrence which by itself or with notice or lapse of time or both would entitle the holders of the Securities to declare the principal of and any interest on the Securities immediately due and payable pursuant to Section 16 hereof; (g) it will promptly obtain and maintain from time to time all authorizations, permits, approvals, consents, licenses and exemptions which are required under any applicable law or regulation to enable it to perform all of its payment, conversion and other material obligations under the Securities or which may be required for the validity or enforceability of the Securities; provided, however, that the failure to obtain and maintain such authorizations, permits, approvals, consents, licenses and exemptions as to material obligations other than payment and conversion shall not constitute a breach of this provision unless such non-compliance materially adversely affects the Issuer's ability to comply with its obligations under the Securities; (h) it will duly and punctually comply with and observe all statutes now or hereafter in force and all ordinances, regulation and by-laws thereunder and all requirements and orders of any government or other public authority; PROVIDED, HOWEVER, that any non-compliance with any such statute, ordinance, regulation or by-law shall not constitute a breach of this provision unless such non-compliance materially adversely affects the Issuer's ability to comply with its obligations under the Securities; (i) it shall permit any representative of any Registered Holder or Holders of at least $250,000 aggregate principal amount of the Securities to make inspections of, and to report on, the property of, and business operations being carried out by, the Issuer or any amendment thereof of its subsidiaries; (j) it shall maintain and keep in force with reputable insurers and in adequate amounts, property, casualty, third party liability, business interruption and all such other insurances as would prudently be effected and maintained in the case of a company carrying on a business similar to that of the Issuer; (k) it shall not: (i) declare or supplement thereto unless pay any cash dividends on its Common Stock or purchase, redeem or otherwise acquire or retire for value any shares of Common Stock (other than under the Initial Purchaser previously shall have been advised thereof and been furnished a copy thereof prior to terms of the proposed amendment Issuer's stock option plan); provided, however that during such time as any principal or supplement and shall not have reasonably objected in writing within five (5) Business Days after being furnished a copy thereof. Ifinterest remains outstanding under this Debenture the Issuer may repurchase, at any time during the period beginning on the date hereof and ending on the earlier from time to time, up to an aggregate of (i) the date on which Initial Purchaser shall have completed the initial resale $1,000,000 of all of the Notes and its Common Stock; or (ii) 90 days after consolidate with or merge into any other Person, where the date of this Agreement, any event occurs as a result of which Issuer is not the Preliminary Offering Memorandum or the Offering Memorandum as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingsurviving corporation, or if it is necessary at any such time to amend convey, transfer, lease or supplement the Preliminary Offering Memorandum otherwise dispose of all or the Offering Memorandum to comply with any Applicable Lawsubstantially all of its assets, the Issuer shall promptly notify the Initial Purchaser thereof and shall prepare and deliver to the Initial Purchaser, at the expense of the Issuer, an amendment of or supplement to the Preliminary Offering Memorandum or the Offering Memorandum which will correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur any costs except in connection compliance with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer terms and the Manager jointly and severally agree to reimburse the Initial Purchaser for such costs, provided that the untrue statement or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined conditions set forth in Section 13 hereof)12 below. (b) The Issuer will use its reasonable efforts to arrange for qualification or exemption of the Notes for sale under the securities or “Blue Sky” laws of any state that the Initial Purchaser shall reasonably request and shall pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with the qualification or exemption and in connection with the determination of the eligibility of the Notes for investment under the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days after the date of this Agreement, provided that the Issuer will not be required to (i) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits (other than those suits arising out of the offering or sale of the Notes) in any jurisdiction where it is not now so subject or (iii) subject it to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not now so subject. (c) The Issuer shall, without charge, provide to the Initial Purchaser as many copies of the Preliminary Offering Memorandum and the Offering Memorandum and any amendment thereof or supplement thereto as the Initial Purchaser may reasonably request. (d) The Issuer (or any of its “affiliates” as defined in Regulation D under the Act), directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that is integrated with the sale of the Notes hereunder in a manner that would cause the exemption afforded by Section 4(2) of the Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Notes hereunder.

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser several Underwriters that: (ai) The Issuer shall will use its best efforts to cause the Registration Statement, if not amend effective at the Execution Time, and any amendment thereto, to become effective. Prior to the termination of the offering of the Transition Bonds, the Issuer will not file any amendment of the Registration Statement or supplement (including the Offering Memorandum Final Prospectus or any amendment thereof or supplement thereto Preliminary Final Prospectus) to the Basic Prospectus unless the Initial Purchaser previously shall have been advised thereof and been Issuer has furnished you a copy thereof for your review prior to the filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Issuer will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representative of such timely filing. The Issuer will promptly advise the Representative (A) when the Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall not have reasonably objected become effective, (B) when the Final Prospectus, and any supplement thereto, shall have been filed with the Commission pursuant to Rule 424(b), (C) when, prior to termination of the offering of the Transition Bonds, any amendment to the Registration Statement shall have been filed or become effective, (D) of any request by the Commission for any amendment of the Registration Statement or supplement to the Final Prospectus or for any additional information, (E) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose, (F) of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Transition Bonds for sale in writing within five any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (5G) Business Days after being furnished a copy of the happening of any event during the period mentioned in subparagraph (ii) below. The Issuer will use its best 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 during when a prospectus relating to the period beginning on Transition Bonds is required to be delivered under the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (ii) 90 days after the date of this AgreementAct, any event occurs as a result of which the Preliminary Offering Memorandum or the Offering Memorandum Final Prospectus as then amended or supplemented would include an any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, therein in the light of the circumstances under which they were made, made not misleading, or if it is shall be necessary at any such time to amend the Registration Statement or supplement the Preliminary Offering Memorandum or the Offering Memorandum Final Prospectus to comply with any Applicable Lawthe Act or the Exchange Act or the respective rules thereunder, the Issuer shall promptly notify the Initial Purchaser thereof and shall will (i) prepare and deliver to file with the Initial Purchaser, at the expense of the Issuer, Commission an amendment of or supplement to the Preliminary Offering Memorandum or the Offering Memorandum which will correct such statement or omission or effect such compliance. In compliance and (ii) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request. (iii) As soon as practicable but no later than 12 months after the event that the Initial Purchaser shall incur any costs in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingClosing Date, the Issuer will make generally available to the Transition Bondholders and to the Manager jointly and severally agree to reimburse the Initial Purchaser for such costs, provided that the untrue Representative an earnings statement or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined in statements of the Issuer that will satisfy the provisions of Section 13 hereof)11(a) of the Act and Rule 158 under the Act. (biv) The Issuer will use its reasonable efforts furnish to the Representative 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 Representative may reasonably request. The Issuer shall furnish or cause to be furnished to the Representative copies of all reports required by Rule 463 under the Act. The Issuer will pay the expenses of printing or other production of all documents relating to the offering. (v) The Issuer will arrange for the qualification or exemption of the Notes Transition Bonds for sale under the securities or “Blue Sky” laws of any state that such jurisdictions as the Initial Purchaser shall reasonably request Representative may designate, will maintain such qualifications in effect so long as required for the distribution of the Transition Bonds and shall pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with the qualification or exemption and in connection with will arrange for the determination of the eligibility legality of the Notes Transition Bonds for investment under the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days after the date of this Agreement, purchase by institutional investors; provided that in no event shall the Issuer will not be required obligated to (i) qualify to do business in any jurisdiction where it is not now so qualified, (ii) qualified or to take any action that would subject it to service of process in suits (other than those suits arising out of the offering or sale of the Notes) in any jurisdiction where it is not now so subject or (iii) subject it to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not now so subject. (cvi) The Until the business date set forth on Schedule I hereto, the Issuer shallwill not, without chargethe consent of the Representative, provide offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any asset-backed securities (other than the Transition Bonds). (vii) For a period from the date of this Underwriting Agreement until the retirement of the Transition Bonds, or until such time as the Underwriters shall cease to maintain a secondary market in the Transition Bonds, whichever occurs first, the Issuer will deliver to the Initial Purchaser Representative the annual statements of compliance and the annual independent auditor's servicing reports furnished to the Issuer or the Trustee pursuant to the Servicing Agreement or the Indenture, as many copies applicable, as soon as such statements and reports are furnished to the Issuer, Issuer or the Trustee. (viii) So long as any of the Preliminary Offering Memorandum Transition Bonds are outstanding, the Issuer will furnish to the Representative, (A) as soon as available, a copy of each report of the Issuer filed with the Commission under the Exchange Act, or mailed to Transition Bondholders, (B) a copy of any filings with the BPU pursuant to the Competition Act and the Offering Memorandum Financing Order including, but not limited to, any annual or more frequent Transition Bond Charge Adjustment filings, and (C) from time to time, any amendment thereof or supplement thereto information concerning the Issuer as the Initial Purchaser Representative may reasonably request. (dix) The Issuer (or To the extent, if any, that any of its “affiliates” as defined rating necessary to satisfy the condition set forth in Regulation D under the Act), directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that is integrated with the sale of the Notes hereunder in a manner that would cause the exemption afforded by Section 4(26(m) of this Underwriting Agreement is conditioned upon the Act furnishing of documents or the safe harbor taking of Regulation S thereunder to cease to be applicable to other actions by the offer Issuer on or after the Closing Date, the Issuer shall furnish such documents and sale of the Notes hereundertake such other actions.

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser Underwriters that: (ai) The If, during such period of time (not exceeding nine months) after the Final Prospectus has been filed with the Commission pursuant to Rule 424 under the Securities Act (“Rule 424”) as in the opinion of Counsel for the Underwriters (as defined below) a prospectus covering the Bonds is required by law to be delivered in connection with sales by an Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), any event relating to or affecting the Issuer, the Bonds or the Investment Recovery Property or of which the Issuer shall be advised in writing by the Representatives shall occur that in the Issuer’s reasonable judgment after consultation with Counsel for the Underwriters should be set forth in a supplement to, or an amendment of, the Final Prospectus in order to make the Final Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Issuer will promptly notify the Representatives of such event and, at its expense, amend or supplement the Offering Memorandum or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof Final Prospectus by either (A) preparing and been furnished a copy thereof prior furnishing to the proposed Underwriters at the Issuer’s expense a reasonable number of copies of a supplement or supplements or an amendment or supplement and shall not have reasonably objected in writing within five amendments to the Final Prospectus or (5B) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all making an appropriate filing pursuant to Section 13 or Section 15 of the Notes and (ii) 90 days after Exchange Act, which will supplement or amend the date of this AgreementFinal Prospectus so that, as supplemented or amended, it will not contain any event occurs as a result of which the Preliminary Offering Memorandum or the Offering Memorandum as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Final Prospectus is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under which they were madethe Securities Act), not misleading; provided that should such event relate solely to the activities of any of the Underwriters, or if it is necessary at then such Underwriters shall assume the expense of preparing and furnishing any such time amendment or supplement. (ii) The Issuer or ELL will, except as herein provided, pay or cause to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Lawbe paid, the Issuer shall promptly notify the Initial Purchaser thereof all reasonable costs and shall prepare and deliver to the Initial Purchaser, at the expense expenses of the Issuer, an the Indenture Trustee and the Underwriters incident to the performance of the obligations hereunder, including, without limiting the generality of the foregoing, (A) all costs, taxes and expenses incident to the issue and delivery of the Bonds to the Underwriters; (B) all costs and expenses incident to the preparation, printing, reproduction and distribution of the Registration Statement as originally filed with the Commission and each amendment of or supplement to thereto, the Preliminary Offering Memorandum or Pricing Prospectus (including any amendments and supplements thereto), the Offering Memorandum which will correct such statement or omission or effect such compliance. In Final Prospectus (including any amendments and supplements thereto), and any Issuer Free Writing Prospectuses; (C) all reasonable fees, disbursements and expenses of (1) the event that Issuer’s counsel, (2) ELL’s counsel, (3) the Initial Purchaser shall incur any costs Indenture Trustee’s counsel, (4) Counsel for the Underwriters, (5) the Issuer’s accountants and (6) ELL’s accountants; (D) all fees charged by the Rating Agencies in connection with the reformation rating of a contract the Bonds; (E) all fees of DTC in connection with the book-entry registration of the Bonds; (F) all costs and expenses incurred in connection with the qualification of the Bonds for sale under the laws of such jurisdictions in the United States as the Representatives may designate, together with costs and expenses in connection with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement filing with FINRA with respect to the transactions contemplated hereby (including counsel fees not to exceed $16,000); (G) and all costs and expenses of material fact or failed to state a material fact necessary in order to make the statements therein, in the light printing and distributing all of the circumstances under which they were madedocuments in connection with the Bonds; and (H) all LPSC-approved fees, not misleading, costs and expenses of the Issuer LPSC and its advisors and counsel in connection with the Manager jointly and severally agree to reimburse issuance of the Initial Purchaser for such costs, provided that the untrue statement or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined in Section 13 hereof)Bonds. (biii) The Issuer will use its reasonable efforts cause the Pricing Prospectus and the Final Prospectus to arrange for qualification or exemption be filed with the Commission pursuant to Rule 424 as soon as practicable and advise the Underwriters of any stop order suspending the effectiveness of the Notes for sale Registration Statement or the institution of any proceeding therefor of which Issuer shall have received notice. The Issuer has complied and will comply with Rule 433 under the securities or “Blue Sky” laws Securities Act in connection with the offering of the Bonds. (iv) If the sale of the Bonds provided for herein is not consummated because any condition set forth in Section 9 hereof is not satisfied, because of any state that termination pursuant to Section 12 hereof or because of any refusal, inability or failure on the Initial Purchaser shall reasonably request and shall pay all reasonable expenses part of ELL or the Issuer to perform any agreement herein or comply with any provision hereof other than by reason of a default (including under Section 7 hereof) by any of the Underwriters, ELL or the Issuer will reimburse the Underwriters upon demand for the reasonable fees and disbursements of counsel) Counsel for the Underwriters, and will reimburse the Underwriters for their reasonable out-of-pocket expenses, in an aggregate amount not exceeding $200,000, incurred by them in connection with the qualification or exemption proposed purchase and in connection with the determination sale of the eligibility Bonds. The Issuer shall not in any event be liable to any of the Notes Underwriters for investment under damages on account of loss of anticipated profits. (v) During the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days after period from the date of this AgreementUnderwriting Agreement to the date that is five days after the Closing Date, provided that the Issuer will not be required not, without the prior written consent of the Representatives, offer, sell or contract to (i) qualify to do business in sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits asset-backed securities (other than those suits arising out of the offering or sale of the Notes) in any jurisdiction where it is not now so subject or (iii) subject it to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not now so subjectBonds). (cvi) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 9(aa) of this Underwriting Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Issuer prior to, on or after the Closing Date, the Issuer shall furnish such documents and take such other actions to the extent reasonably requested by any Rating Agency. (vii) The Issuer shall, to the extent permitted by and consistent with the Issuer’s obligations under applicable law, include in the periodic and other reports to be filed with the Commission the information required by Section 3.07(g) of the Indenture with respect to the Bonds. To the extent that the Issuer’s obligations are terminated or limited by an amendment to Section 3.07(g) of the Indenture, or otherwise, such obligations shall be correspondingly terminated or limited hereunder. (viii) The Issuer will furnish to the Representatives and Counsel for the Underwriters, without charge, provide to copies of the Initial Purchaser Registration Statement (including exhibits thereto), and as many copies of the Preliminary Offering Memorandum Pricing Prospectus and the Offering Memorandum Final Prospectus and any amendment thereof or supplement thereto as the Initial Purchaser Representatives may reasonably request. (dix) The So long as any of the Bonds are outstanding, the Issuer will furnish to the Representatives, if and to the extent not posted on the Issuer or its affiliate’s website, (A) as soon as available, a copy of each report of the Issuer filed with the Commission under the Exchange Act or mailed to Bondholders (to the extent such reports are not publicly available on the Commission’s website), (B) a copy of any filings with the LPSC pursuant to the Financing Act and the Financing Order including, but not limited to, any issuance advice letter (“Issuance Advice Letter”) filed with the LPSC pursuant to the Financing Order with respect to the Investment Recovery Bonds or any of its “affiliates” semi-annual or more frequent true-up request letters, and (C) from time to time, any information concerning the Issuer as defined in Regulation D under the Act)Representatives may reasonably request. (x) So long as the Bonds are rated by any Rating Agency, directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that is integrated Issuer will comply with the sale 17g-5 Representations, other than (x) any noncompliance of the Notes hereunder in a manner 17g-5 Representations that would cause not have a material adverse effect on the exemption afforded Bonds or (y) any noncompliance arising from the breach by Section 4(2) an Underwriter of the Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer representations, warranties and sale of the Notes hereundercovenants set forth in Section 13 hereof.

Covenants of the Issuer. The Issuer Company covenants and agrees with the Initial Purchaser thatas follows: (a) The Issuer shall not amend or supplement the Offering Memorandum or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof If and been furnished a copy thereof prior to the proposed amendment or supplement extent the offering of the Remarketed Notes in the Remarketing is required (in the view of counsel for the Company) to be registered under the Securities Act as in effect at the time of the Remarketing, the Company shall (Section 5(a) of this Agreement, the “Registration Covenants”): (i) if the Registration Statement is an “automatic shelf registration statement” on Form S-3ASR and shall not have reasonably objected in writing within five (5) Business Days after being furnished a copy thereof. Ifif, at any time during prior to the period beginning Remarketing Settlement Date, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, then (A) promptly notify the Remarketing Agent, (B) promptly file a new registration statement or post-effective amendment on the date hereof proper form relating to the Remarketed Notes, in a form satisfactory to the Remarketing Agent, (C) use its best efforts to cause such registration statement or post-effective amendment to be declared effective and ending on (D) promptly notify the earlier Remarketing Agent of (i) such effectiveness; take all other action necessary or appropriate to permit the date on which Initial Purchaser shall have completed the initial resale of all public offering and sale of the Remarketed Notes and to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be; (ii) 90 days pay the required Commission filing fees relating to the Remarketed Notes within the time required by Rule 456(b)(1) of the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act; (iii) prepare the Prospectus, file any such Prospectus pursuant to the Securities Act within the period required by the Securities Act and the rules and regulations thereunder and use commercially reasonable efforts to cause, if not already effective, the Registration Statement to be declared effective by the Commission prior to the applicable Remarketing Date (it being understood that, for so long as there is a material business transaction or development that has not yet been publicly disclosed, other than in connection with an Optional Remarketing, the Company will not be required to file such Registration Statement or provide such a Prospectus until the Company has publicly disclosed such transaction or development); (iv) file with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the reasonable judgment of the Company, be required by the Securities Act or requested by the Commission; (v) advise the Remarketing Agent promptly after it receives notice thereof, of the time when, (A) prior to the Remarketing Settlement Date, any amendment to the Registration Statement has been filed or becomes effective or, (B) before, on or after the date Remarketing Settlement Date, any supplement to the Prospectus or any amended Prospectus has been filed, and in each such case excluding documents filed under the Exchange Act incorporated by reference and in each case of this Agreement(A) and (B) furnish the Remarketing Agent with copies of such notice; (vi) file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a) or (c), 14 or 15(d) of the Exchange Act subsequent to the Commencement Date and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Remarketed Notes (including in circumstances where such requirement may be satisfied pursuant to Rule 172), and during such same period to advise the Remarketing Agent, promptly after it receives notice thereof, (A) of the time when any amendment to any Registration Statement has become effective or any supplement to any Prospectus or any amended Prospectus has been filed, (B) of the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Prospectus, (C) of the suspension of the qualification of the Remarketed Notes for offering or sale in any jurisdiction, (D) of the initiation or threatening of any proceeding or examination for any such purpose or pursuant to Section 8A of the Securities Act, or (E) of any request by the Commission for the amending or supplementing of any Registration Statement or Prospectus or for additional information; and in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any Prospectus or suspending any such qualification, use promptly its best efforts to obtain its withdrawal; (vii) if reasonably requested by the Remarketing Agent, prepare a final term sheet for the Remarketed Notes, containing solely a description of the Remarketed Notes, in a form agreed to with the Remarketing Agent, and file such final term sheet and all other Issuer Free Writing Prospectuses required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Securities Act within the time required by such Rule; (viii) furnish promptly to the Remarketing Agent such copies of the following documents in such quantities as the Remarketing Agent shall reasonably request: (a) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits); (b) the Preliminary Prospectus and any amendment or supplement thereto; (c) the Prospectus and any amendment or supplement thereto; (d) any Issuer Free Writing Prospectus and any amendment or supplement thereto, and (e) any document incorporated by reference in the Prospectus (excluding exhibits thereto); and, if at any time when delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required in connection with the Remarketing, any event occurs or development shall have occurred as a result of which (1) the Preliminary Offering Memorandum or the Offering Memorandum Prospectus as then amended or supplemented would include an any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were mademade when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is delivered, not misleading, or (2) if for any other reason it is necessary at any shall be necessary, in the reasonable judgment of the Company, during such time same period to amend or supplement the Preliminary Offering Memorandum Prospectus or to file under the Offering Memorandum Exchange Act any document incorporated by reference in the Prospectus in order to comply with any Applicable Lawthe Securities Act or the Exchange Act, or (3) if it shall be necessary during such same period to amend or supplement an Issuer Free Writing Prospectus in order for the Issuer shall promptly Free Writing Prospectus, as so amended or supplemented, not to conflict with the information then contained in the Registration Statement, then in each case notify the Initial Purchaser thereof Remarketing Agent and, upon its request, file such document and shall prepare and deliver furnish without charge to the Initial Purchaser, at Remarketing Agent and to any dealer in securities as many copies as the expense Remarketing Agent may from time to time reasonably request of the Issuer, an amendment of amended or supplement to the Preliminary Offering Memorandum or the Offering Memorandum which supplemented Prospectus that will correct such statement or omission or effect such compliance. In the event compliance or an amended or supplemented Issuer Free Writing Prospectus that the Initial Purchaser shall incur any costs in connection will not conflict with the reformation Registration Statement; (ix) during the time between the applicable Commencement Date and the Remarketing Settlement Date, prior to filing with the Commission (a) any amendment to the Registration Statement or supplement to the Prospectus or (b) any Prospectus pursuant to Rule 424 under the Securities Act, furnish a copy thereof to the Remarketing Agent; and not file any such amendment or supplement that shall be reasonably disapproved by the Remarketing Agent; (x) as soon as practicable, but in any event not later than eighteen months, after the date of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue Successful Remarketing, to make generally available to its security holders an earnings statement of material fact or failed to state a material fact necessary the Company (which need not be audited) complying with Section 11(a) of the Securities Act and the rules and regulations thereunder (including, at the option of the Company, Rule 158 under the Securities Act); and (xi) take such action as the Remarketing Agent may reasonably request in order to make qualify the statements therein, Remarketed Notes for offer and sale under the securities or “blue sky” laws of such jurisdictions as the Remarketing Agent may reasonably request and will continue such qualifications in the light effect so long as required for distribution of the circumstances under which they were made, not misleading, the Issuer and the Manager jointly and severally agree to reimburse the Initial Purchaser for such costs, Remarketed Notes; provided that in no event shall the untrue statement Company be required to qualify as a foreign corporation in a jurisdiction in which it is not so qualified, to file a general consent to service of process in any jurisdiction or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined in Section 13 hereof)submit to any requirements which it deems unduly burdensome. (b) The Issuer will use its reasonable efforts Company shall pay: (i) the costs incident to arrange for qualification or exemption the preparation and printing of the Registration Statement, if any, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Prospectus and any other Remarketing Materials and any amendments or supplements thereto; (ii) the costs of distributing the Registration Statement, if any, any Prospectus and any other Remarketing Materials and any amendments or supplements thereto; (iii) any fees and expenses of qualifying the Remarketed Notes for sale under the securities or “Blue Sky” laws of the several jurisdictions as provided in Section 5(a)(xi) and of preparing, printing and distributing a Blue Sky Memorandum, if any state that the Initial Purchaser shall reasonably request and shall pay all reasonable expenses (including any related reasonable fees and disbursements expenses of counselcounsel to the Remarketing Agent); (iv) any fees charged by investment rating agencies for rating of the Remarketed Notes; (v) all other costs and expenses incident to the performance of the obligations of the Company hereunder and the Remarketing Agent hereunder; and (vi) the reasonable fees and expenses of counsel to the Remarketing Agent in connection with the qualification or exemption and in connection with review by the determination Financial Industry Regulatory Authority, Inc. of the eligibility of the Notes for investment under the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days after the date of this Agreement, provided that the Issuer will not be required to (i) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits (other than those suits arising out of the offering or sale of the Remarketed Notes) in any jurisdiction where it is not now so subject or (iii) subject it to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not now so subject. (c) The Issuer shallCompany shall furnish the Remarketing Agent with such information and documents as the Remarketing Agent may reasonably request in connection with the transactions contemplated hereby, without charge, provide and to make reasonably available to the Initial Purchaser as many copies Remarketing Agent and any accountant, attorney or other advisor retained by the Remarketing Agent such information, and such access to the appropriate officers, employees and accountants of the Preliminary Offering Memorandum Company, that parties would customarily require, and reasonably requested by the Offering Memorandum and any amendment thereof or supplement thereto as the Initial Purchaser may reasonably requestRemarketing Agent, in connection with a due diligence investigation conducted in accordance with applicable securities laws. (d) The Issuer Between the applicable Commencement Date and the applicable Remarketing Settlement Date, the Company will not, without the prior written consent of the Remarketing Agent (or any which consent may be withheld at the reasonable discretion of its “affiliates” as defined in Regulation D under the ActRemarketing Agent), directly or through indirectly, sell, offer, contract to sell or grant any agentoption to sell, or otherwise dispose of, any debt securities which mature more than one year after the applicable Remarketing Settlement Date of the Company similar to the Remarketed Notes. (e) The Company represents and agrees that, unless it obtains the prior written consent of the Remarketing Agent, which consent shall not sellbe unreasonably withheld, and the Remarketing Agent represents and agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make any offer for sale relating to the Remarketed Notes that would constitute an Issuer Free Writing Prospectus, or solicit offers to buy or that would otherwise negotiate in respect of any constitute a “securityfree writing prospectus” (as defined in Rule 405 of the Securities Act) that is integrated ), required to be filed by the Company with the sale Commission or retained by the Company under Rule 433; provided that, if prepared and used in accordance with Section 5(f) of this Agreement, such prior written consent shall be deemed given with respect to any final term sheet. Any such free writing prospectus consented to in writing by the Company or the Remarketing Agent, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus”. The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus” (as defined in Rule 433 of the Securities Act), and has complied and will comply with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. (f) The Company will prepare a final term sheet relating to the Remarketed Notes, containing only information that describes the final terms of the Remarketed Notes hereunder after providing the Remarketing Agent and its legal counsel with a reasonable opportunity to review and comment on such final term sheet (such final term sheet to be in a manner that would cause form and substance as last reviewed by the exemption afforded Remarketing Agent and the Company), and will file such final term sheet within the period required by Section 4(2Rule 433(d) of the Securities Act or following the safe harbor date such final terms have been established for the Remarketed Notes. Any such final term sheet is an Issuer Free Writing Prospectus and a Permitted Free Writing Prospectus for purposes of Regulation S thereunder to cease to be applicable to the offer and sale of the Notes hereunderthis Agreement.

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser that: (a) 3.1 The Issuer will deliver to the Broker-Dealer such numbers of copies of the Prospectus and any amendment or supplement thereto, with all appendices thereto, as the Broker-Dealer may reasonably request for the purposes contemplated by federal and applicable state securities laws. The Issuer also will deliver to the Broker-Dealer such number of copies of any printed sales literature or other materials prepared by or on behalf of the Issuer as the Broker-Dealer may reasonably request in connection with the Offering. In the event that the Issuer provides any copies of the Prospectus to any party, the Issuer shall not promptly provide to the Broker-Dealer the number identifying the copy of the Prospectus provided to such party. 3.2 The Issuer will comply with all requirements imposed upon it by the rules and regulations of the SEC, and by all applicable state securities laws and regulations, to permit the continuance of offers and sales of the Securities, in accordance with the provisions of this Agreement and in the Prospectus, and will amend or supplement the Offering Memorandum or any amendment thereof or supplement thereto unless Prospectus in order to make the Initial Purchaser previously shall have been advised thereof Prospectus comply with the requirements of federal and been furnished a copy thereof prior to the proposed amendment or supplement applicable state securities laws and shall not have reasonably objected in writing within five (5) Business Days after being furnished a copy thereof. If, regulations. 3.3 If at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (ii) 90 days after the date of this Agreement, any event occurs as a result of which the Preliminary Offering Memorandum or the Offering Memorandum as then amended or supplemented Prospectus would include an untrue statement of a material fact or or, in view of the circumstances under which it was made, omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, or if it is necessary at any such time to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Law, the Issuer shall promptly will notify the Initial Purchaser thereof and shall prepare and deliver to Broker-Dealer thereof, effect the Initial Purchaser, at the expense preparation of the Issuer, an amendment of or supplement to the Preliminary Offering Memorandum or the Offering Memorandum Prospectus which will correct such statement or omission or effect such compliance. In to the event that the Initial Purchaser shall incur any costs in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light reasonable satisfaction of the circumstances under which they were madeBroker-Dealer, not misleading, the Issuer and the Manager jointly and severally agree to reimburse the Initial Purchaser for such costs, provided that the untrue statement or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined in Section 13 hereof). (b) The Issuer will use its reasonable efforts to arrange for qualification or exemption of the Notes for sale under the securities or “Blue Sky” laws of any state that the Initial Purchaser shall reasonably request and shall pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with the qualification or exemption and in connection with the determination of the eligibility of the Notes for investment under the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days after the date of this Agreement, provided that the Issuer will not be required to (i) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits (other than those suits arising out of the offering or sale of the Notes) in any jurisdiction where it is not now so subject or (iii) subject it to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not now so subject. (c) The Issuer shall, without charge, provide deliver to the Initial Purchaser Broker-Dealer as many copies of the Preliminary Offering Memorandum and the Offering Memorandum and any such amendment thereof or supplement thereto to the Prospectus as the Initial Purchaser Broker-Dealer may reasonably request. (d) 3.4 The Issuer will apply the net proceeds from the Offering received by it in the manner set forth in the Prospectus. Furthermore, Issuer shall not sell any Securities to investors residing in the Territory unless Cobalt receives and approves a third-party due diligence report for the Offering. 3.5 The Issuer shall not make any written or oral representations or statements to investors that contradict or are inconsistent with the statements made in the Prospectus, as amended or supplemented. 3.6 The Issuer shall at all times (i) comply with all reasonable requests of the Broker-Dealer that are necessary for compliance with all applicable federal and state securities laws and regulations; (ii) maintain its compliance with all applicable federal and state securities laws and regulations, except to the extent where the failure to do so will not have a material adverse effect; and (iii) pay all related fees and expenses (including any FINRA fees), in each case that are necessary or appropriate to perform the respective obligations of the Issuer or the Broker-Dealer under this Agreement. The Issuer shall comply with and adhere to all applicable policies and procedures of the Broker- Dealer, provided to the Issuer prior to the execution of this Agreement, except where the failure to do so will not materially and adversely affect the Broker-Dealer or the Issuer. 3.7 The Issuer shall be responsible for supervising the activities and training of its respective employees, agents, and independent contractors. 3.8 The Issuer agrees to promptly notify the Broker-Dealer concerning any material communications from any body or authority with jurisdiction over the activities being undertaken pursuant to this Agreement in connection with the Offering, or the performance of the obligations set forth herein, unless notification is expressly prohibited by such body or authority. 3.9 Subject to the Broker-Dealer’s actions and the actions of others in connection with the Offering, the Issuer will comply with all requirements imposed upon it by applicable federal and state securities laws. Upon request, the Issuer will furnish to the Broker-Dealer a copy of such papers filed by the Issuer in connection with any such registration or exemption, as applicable. 3.10 During the Offering Period, the Issuer will deliver to the Broker-Dealer a copy of any report, documents, materials, or information provided to investors in the Offering by the Issuer or any other party, at the time that such reports, documents, materials, or information are furnished to the holders of its “affiliates” the Securities, and such other information concerning the Issuer, as defined in Regulation D under the Actmay reasonably be requested. 3.11 The Issuer shall provide, pursuant to FINRA Rule 2310(b)(5), directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” the following: (as defined in the Acti) that is integrated with the sale a per unit estimated value of the Notes hereunder Notes, developed in a manner that would cause reasonably designed to ensure it is reliable, in the exemption afforded by Issuer’s periodic reports filed pursuant to Section 4(213(a) or 15(d) of the Securities Exchange Act or of 1934, as amended (the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale “Exchange Act”); (ii) an explanation of the Notes hereundermethod by which the per unit estimated value was developed; (iii) the date of the valuation; and (iv) in a periodic or current report filed pursuant to Section 13(a) or 15(d) of the Exchange Act within 150 days following the second anniversary of breaking escrow, if applicable and in each annual report thereafter, a per unit estimated value: a. based on valuations of the assets and liabilities of the Issuer performed at least annually, by, or with the material assistance or confirmation of, a third-party valuation expert or service; b. derived from a methodology that conforms to standard industry practice; and c. accompanied by a written opinion or report by the Issuer, delivered at least annually, that explains the scope of the review, the methodology used to develop the valuation or valuations, and the basis for the value or values reported.

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser several Underwriters that: (ai) The Issuer will upon request promptly deliver to the Representatives and Counsel to the Underwriters a conformed copy of the Registration Statement, certified by an officer of the Issuer to be in the form as originally filed, including all Incorporated Documents and exhibits and all amendments thereto. (ii) The Issuer will deliver to the Underwriters, as soon as practicable after the date hereof, as many copies of the Pricing Prospectus and Final Prospectus as they may reasonably request. (iii) The Issuer will cause or has caused the Final Prospectus to be filed with the Commission pursuant to Rule 424 as soon as practicable and will advise the Underwriters of any stop order suspending the effectiveness of the Registration Statement or the institution of any proceeding therefor of which Issuer shall have received notice. The Issuer will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. The Issuer has complied and will comply with Rule 433 under the Securities Act in connection with the offering of the Bonds. (iv) If, during such period of time (not exceeding nine months) after the Final Prospectus has been filed with the Commission pursuant to Rule 424 as in the opinion of Counsel for the Underwriters a prospectus covering the Bonds is required by law to be delivered in connection with sales by an Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), any event relating to or affecting the Issuer, the Bonds or the Phase-In-Recovery Property or of which the Issuer shall be advised in writing by the Representatives shall occur that in the Issuer’s reasonable judgment after consultation with Counsel for the Underwriters (as defined below) should be set forth in a supplement to, or an amendment of the Pricing Package or the Final Prospectus in order to make the Pricing Package or the Final Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Issuer will, at its expense, amend or supplement the Offering Memorandum Pricing Package or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof Final Prospectus by either (A) preparing and been furnished a copy thereof prior furnishing to the proposed Underwriters at the Issuer’s expense a reasonable number of copies of a supplement or supplements or an amendment or supplement and shall not have reasonably objected in writing within five amendments to the Pricing Package or the Final Prospectus or (5B) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all making an appropriate filing pursuant to Section 13 or Section 15 of the Notes and (ii) 90 days after Exchange Act, which will supplement or amend the date of this Agreement, any event occurs as a result of which the Preliminary Offering Memorandum Pricing Package or the Offering Memorandum Final Prospectus so that, as then amended supplemented or supplemented would include an amended, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Pricing Package or the Final Prospectus is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under which they were madethe Securities Act), not misleading, or if it is necessary at any ; provided that should such time to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Law, the Issuer shall promptly notify the Initial Purchaser thereof and shall prepare and deliver event relate solely to the Initial Purchaseractivities of any of the Underwriters, at then such Underwriters shall assume the expense of the Issuer, an preparing and furnishing any such amendment of or supplement to the Preliminary Offering Memorandum or the Offering Memorandum which supplement. The Issuer will correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur any costs in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer and the Manager jointly and severally agree to reimburse the Initial Purchaser for such costs, provided that the untrue statement or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined also fulfill its obligations set out in Section 13 hereof)3(e) above. (bv) The Issuer will use its reasonable efforts to arrange furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Bonds for qualification or exemption of the Notes for offer and sale under the securities blue-sky laws of the states of the United States as the Representatives may designate; provided that the Issuer shall not be required to qualify as a foreign limited liability company or “Blue Sky” dealer in securities, to file any consents to service of process under the laws of any state that jurisdiction, or meet any other requirements deemed by the Initial Purchaser shall reasonably request Issuer to be unduly burdensome. (vi) The Issuer or OPCo will, except as herein provided, pay or cause to be paid all expenses and shall pay all reasonable expenses taxes (except transfer taxes) in connection with (i) the preparation and filing by it of the Registration Statement, Pricing Prospectus and Final Prospectus (including any amendments and supplements thereto) and any Issuer Free Writing Prospectuses, (ii) the issuance and delivery of the Bonds as provided in Section 7 hereof (including, without limitation, reasonable fees and disbursements of counselCounsel for the Underwriters and all trustee, rating agency and PUCO advisor fees), (iii) the qualification of the Bonds under blue-sky laws (including counsel fees not to exceed $15,000), (iv) the printing and delivery to the Underwriters of reasonable quantities of the Registration Statement and, except as provided in connection Section 8(a)(iv) hereof, of the Pricing Package and Final Prospectus. If the obligation of the Underwriters to purchase the Bonds terminates in accordance with the qualification provisions of Sections 7 (but excluding terminations arising thereunder out of an Underwriter default), 9, 10 or exemption 12 hereof, the Issuer or OPCo (i) will reimburse the Underwriters for the reasonable fees and disbursements of Counsel for the Underwriters, and (ii) will reimburse the Underwriters for their reasonable out-of-pocket expenses, such out-of pocket expenses in connection with the determination an aggregate amount not exceeding $200,000, incurred in contemplation of the eligibility performance of this Underwriting Agreement. The Issuer shall not in any event be liable to any of the Notes several Underwriters for investment under damages on account of loss of anticipated profits. (vii) During the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days after period from the date of this AgreementUnderwriting Agreement to the date that is five days after the Closing Date, the Issuer will not, without the prior written 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 (other than the Bonds). (viii) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 9(x) of this Underwriting Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Issuer on or after the Closing Date, the Issuer shall furnish such documents and take such other actions. (ix) For a period from the date of this Underwriting Agreement until the retirement of the Bonds or until such time as the Underwriters shall cease to maintain a secondary market in the Bonds, whichever occurs first, the Issuer shall file with the Commission, and to the extent permitted by and consistent with the Issuer’s obligations under applicable law, make available on the website associated with the Issuer’s parent, such periodic reports, if any, as are required (without regard to the number of holders of Bonds to the extent permitted by and consistent with the Issuer’s obligations under applicable law) from time to time under Section 13 or Section 15(d) of the Exchange Act; provided that the Issuer will shall not be required to (i) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits (other than those suits arising out voluntarily suspend or terminate its filing obligations with the Commission unless permitted under applicable law and the terms of the offering Basic Documents. The Issuer shall also, to the extent permitted by and consistent with the Issuer’s obligations under applicable law, include in the periodic and other reports to be filed with the Commission as provided above or sale posted on the website associated with the Issuer’s parent, such information as required by Section 3.07(g) of the NotesIndenture with respect to the Bonds. To the extent that the Issuer’s obligations are terminated or limited by an amendment to Section 3.07(g) in any jurisdiction where it is not now so subject of the Indenture, or (iii) subject it to taxation in excess of a nominal dollar amount in any otherwise, such jurisdiction where it is not now so subjectobligations shall be correspondingly terminated or limited hereunder. (cx) The Issuer shalland OPCo will not file any amendment to the Registration Statement or amendment or supplement to the Final Prospectus or amendment or supplement to the Pricing Package during the period when a prospectus relating to the Bonds is required to be delivered under the Securities Act, without charge, provide prior notice to the Initial Purchaser Underwriters, or to which Hunton & Xxxxxxxx LLP, who are acting as many copies counsel for the Underwriters (“Counsel for the Underwriters”), shall reasonably object by written notice to OPCo and the Issuer. (xi) So long as any of the Preliminary Offering Memorandum Bonds are outstanding, the Issuer will furnish to the Representatives, if and to the Offering Memorandum extent not posted on the Issuer or its affiliate’s website, (A) as soon as available, a copy of each report of the Issuer filed with the Commission under the Exchange Act or mailed to the bondholders (to the extent such reports are not publicly available on the Commission’s website), (B) a copy of any filings with the PUCO pursuant to the Financing Order including, but not limited to, any issuance advice letter or any annual, semi-annual or more frequent True-Up Adjustment filings, and (C) from time to time, any amendment thereof or supplement thereto information concerning the Issuer as the Initial Purchaser Representatives may reasonably request. (dxii) The So long as the Bonds are rated by any Rating Agency, the Issuer (or any of its “affiliates” as defined in Regulation D under the Act), directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that is integrated will comply with the sale 17g-5 Representations, other than (x) any noncompliance of the Notes hereunder in a manner 17g-5 Representations that would cause not have a material adverse effect on the exemption afforded by Section 4(2) rating of the Act Bonds or the safe harbor of Regulation S thereunder to cease to be applicable to Bonds or (y) any noncompliance arising from the offer and sale breach by an Underwriter of the Notes hereunderrepresentations and warranties and covenants set forth in Section 13 hereof.

Covenants of the Issuer. 9.1 The Issuer hereby covenants with each Subscriber that it will: (a) offer, sell, issue and agrees deliver the Units pursuant to exemptions from the prospectus filing, registration or qualification requirements of Applicable Securities Laws and otherwise fulfil all legal requirements required to be fulfilled by the Issuer (including without limitation, compliance with all Applicable Securities Laws in connection with the Initial Purchaser that:Offering; (b) within the required time, file with the Exchange any documents, reports and information, in the required form, required to be filed by Applicable Securities Laws in connection with the Offering, together with any applicable filing fees and other materials; (c) the Issuer will use reasonable commercial efforts to satisfy as expeditiously as possible any conditions of the Exchange required to be satisfied prior to the Exchange’s acceptance of the Issuer’s notice of the Offering; and (d) use its reasonable commercial efforts to obtain all necessary approvals for this Offering. (e) The Issuer shall take all necessary actions to recommend to its directors and its shareholders that the Subscriber’s Nominee be appointed or elected, as the case may be, to the Board at each meeting of directors called for the purposes of appointing directors or each meeting of shareholders of the Issuer at which directors are to be elected and at such other times as may be required by the Subscriber (the “Nomination Right”). (f) The Issuer shall take such other reasonable action necessary or advisable to facilitate the appointment to and continuing membership on the Board of the Subscriber’s Nominee. (g) In the event of any vacancy on the Board created by the removal or resignation of the Subscriber’s Nominee as a result of such nominee’s failure to satisfy the applicable Securities Laws and/or Exchange requirements, such vacancy shall be filled with a new Subscriber’s Nominee, provided that such new nominee satisfies such Securities Laws and TSX requirements. (h) Notwithstanding any provision in this Agreement, the Nomination Right shall expire and be of no force or effect upon the Subscriber holding less than 5,000,000 Shares. 9.2 Pre-emptive Right (a) The Issuer shall not amend grants to the Subscriber a right to purchase any authorized but unissued Shares (“New Shares”) that the Issuer may from time to time propose to issue or supplement sell to any person in an amount such that following the Offering Memorandum or any amendment thereof or supplement thereto unless subscription by the Initial Purchaser previously shall have been advised thereof and been furnished a copy thereof Subscriber, the Subscriber is able to maintain its pro rata share of the Issuer based on the percentage of the outstanding Shares owned by the Subscriber immediately prior to the proposed amendment issuance or supplement and shall not have reasonably objected in writing within five sale including the amount of any dilution resulting from the issuance of Shares under Section 9.2(i)(iv) (5) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (ii) 90 days after the date of this Agreement, any event occurs as a result of which the Preliminary Offering Memorandum or the Offering Memorandum as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any such time to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Law, the Issuer shall promptly notify the Initial Purchaser thereof and shall prepare and deliver to the Initial Purchaser, at the expense of the Issuer, an amendment of or supplement to the Preliminary Offering Memorandum or the Offering Memorandum which will correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur any costs in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer and the Manager jointly and severally agree to reimburse the Initial Purchaser for such costs, provided that the untrue statement or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined in Section 13 hereof“Pro Rata Portion”). (b) The Issuer will use its reasonable efforts to arrange for qualification or exemption of the Notes for sale under the securities or shall give written notice (an “Blue Sky” laws Issuance Notice”) of any state that the Initial Purchaser shall reasonably request and shall pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with the qualification or exemption and in connection with the determination of the eligibility of the Notes for investment under the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days after the date of this Agreement, provided that the Issuer will not be required to (i) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits (other than those suits arising out of the offering proposed issuance or sale of New Shares to the Notes) in Subscriber within five Business Days following any jurisdiction where it is not now so subject or (iii) subject it to taxation in excess meeting of a nominal dollar amount in the board of directors of the Issuer at which any such jurisdiction where it issuance or sale is not now so subjectapproved. (c) The Issuer shall, without charge, provide to Issuance Notice shall set forth the Initial Purchaser as many copies material terms and conditions of the Preliminary Offering Memorandum proposed issuance or sale, including: (i) the number and description of New Shares proposed to be issued; (ii) the Offering Memorandum proposed issuance date, which shall be at least 20 Business Days from the date of the Issuance Notice; and any amendment thereof (iii) the proposed purchase price per share of New Shares and all other material terms of the offer or supplement thereto as the Initial Purchaser may reasonably requestsale. (d) The Subscriber shall, for a period of 10 Business Days following the receipt of an Issuance Notice (the “Pre-Emptive Exercise Period”), have the right to elect irrevocably to purchase for cash all or any portion of the Pro Rata Portion of any New Shares on the terms and conditions, including the purchase price, set forth in the Issuance Notice by delivering a written notice to the Issuer (a “Pre-Emptive Acceptance Notice”) specifying the number of New Shares that the Subscriber desires to purchase up to the Pro Rata Portion. (e) The delivery of a Pre-Emptive Acceptance Notice by the Subscriber shall be a binding and irrevocable offer by the Subscriber to purchase the New Shares described therein. The failure of the Subscriber to deliver a Pre-Emptive Acceptance Notice by the end of the Pre-Emptive Exercise Period shall constitute a waiver of the Subscriber’s rights with respect to the purchase of such New Shares but shall not affect the Subscriber’s rights with respect to any other future issuances or sales of New Shares. (f) Following the expiration of the Pre-Emptive Exercise Period, the Issuer shall be free to complete the proposed issuance or sale of New Shares described in the Issuance Notice with respect to which the Subscriber waives or fails to exercise the pre-emptive right set forth in this Agreement on terms no less favourable to the Issuer than those set forth in the Issuance Notice; provided that: (i) such issuance or sale shall be closed within 20 Business Days after the expiration of the Pre-Emptive Exercise Period; and (ii) for the avoidance of doubt, the price at which the New Shares are sold to any prospective third party purchaser seeking to purchase the applicable New Shares (a “Prospective Purchaser”) shall be at least equal to or higher than the purchase price described in the Issuance Notice. (g) If the Issuer has not sold such New Shares within such time period, the Issuer shall not thereafter issue or sell any New Shares without first again offering such shares to the Subscriber in accordance with the procedures set forth in this Subscription Agreement. (h) The closing of any purchase by any Prospective Purchaser shall be consummated concurrently with the consummation of the issuance or sale described in the Issuance Notice. Upon the issuance or sale of any New Shares in accordance with this Subscription Agreement, the Issuer shall deliver certificates representing the New Shares, free and clear of any mortgage, lien, charge, hypothec or encumbrance, whether fixed or floating, on, or any security interest in, any property, whether real, personal or mixed, tangible or intangible, any pledge or hypothecation thereof, any deposit arrangement, priority, conditional sale agreement, other title retention agreement, capital lease or other security arrangement of its “affiliates” as defined in Regulation D under the Act)any kind and, directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” securities, includes an adverse claim (as defined in other than those arising hereunder and those attributable to the Act) that is integrated with the sale actions of the Notes hereunder in a manner that would cause purchasers thereof), and the exemption afforded by Section 4(2) of the Act or the safe harbor of Regulation S thereunder to cease to be applicable Issuer shall so represent and warrant to the offer purchasers thereof, and further represents and warrants to such purchasers that such New Shares shall be, upon issuance thereof to such purchasers and after payment therefor, duly authorized, validly issued, fully paid and non-assessable. The Subscriber shall deliver to the Issuer the purchase price for the New Shares purchased by the Subscriber by certified cheque, bank draft or wire transfer of immediately available funds or in such other medium and manner as agreed between the Issuer and the Subscriber. Each party to the purchase and sale of New Shares shall take all such other actions as may be reasonably necessary to consummate the Notes hereunderpurchase and sale, including entering into such additional agreements as may be necessary or appropriate. (i) Notwithstanding the foregoing, the pre-emptive right provided to the Subscriber in this subsection 9.2 shall not apply in the event of an issuance of Shares in connection with: (i) the issuance of incentive securities to purchase or otherwise acquire Shares pursuant to an equity incentive plan and the issuance of Shares on the exercise, conversion or settlement thereof; (ii) the issuance of any Shares upon the exercise or conversion of any securities currently outstanding; (iii) the issuance of Shares in a share dividend, capital reorganization or similar transaction where all holders of Shares are treated in an equivalent manner; (iv) the issuance of Shares in lieu of services to any director, officer, employee or consultant, provided that such issuance shall not exceed 2% of the issued and outstanding Shares in any 12 month period. (j) Notwithstanding any provision in this Agreement, the pre-emptive right provided in this Section 9.2 shall expire and be of no force or effect upon the Subscriber holding less than 5,000,000 Shares.

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser several Underwriters that: (ai) The If, during such period of time (not exceeding nine months) after the Final Prospectus has been filed with the Commission pursuant to Rule 424 under the Securities Act (“Rule 424”) as in the opinion of Counsel for the Underwriters (as defined below) a prospectus covering the Bonds is required by law to be delivered in connection with sales by an Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), any event relating to or affecting the Issuer, the Bonds or the Transition Property or of which the Issuer shall be advised in writing by the Representatives shall occur that in the Issuer’s reasonable judgment after consultation with Counsel for the Underwriters should be set forth in a supplement to, or an amendment of, the Pricing Prospectus or the Final Prospectus in order to make the Pricing Prospectus or the Final Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Issuer will, at its expense, amend or supplement the Offering Memorandum Pricing Prospectus or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof Final Prospectus by either (A) preparing and been furnished a copy thereof prior furnishing to the proposed Underwriters at the Issuer’s expense a reasonable number of copies of a supplement or supplements or an amendment or supplement and shall not have reasonably objected in writing within five amendments to the Pricing Prospectus or the Final Prospectus or (5B) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all making an appropriate filing pursuant to Section 13 or Section 15 of the Notes and (ii) 90 days after Exchange Act, which will supplement or amend the date of this Agreement, any event occurs as a result of which the Preliminary Offering Memorandum Pricing Prospectus or the Offering Memorandum Final Prospectus so that, as then amended supplemented or supplemented would include an amended, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any such time to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Law, the Issuer shall promptly notify the Initial Purchaser thereof and shall prepare and deliver to the Initial Purchaser, at the expense of the Issuer, an amendment of or supplement to the Preliminary Offering Memorandum or the Offering Memorandum which will correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur any costs in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Pricing Prospectus or the Final Prospectus is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under which they were madethe Securities Act), not misleading, the Issuer and the Manager jointly and severally agree to reimburse the Initial Purchaser for such costs, ; provided that the untrue statement or omission in should such Preliminary Offering Memorandum did not event relate solely to Initial Purchaser Information (as defined in Section 13 hereof)the activities of any of the Underwriters, then such Underwriters shall assume the expense of preparing and furnishing any such amendment or supplement. (bii) The Issuer or ETI will, except as herein provided, pay or cause to be paid, all reasonable costs and expenses of the Issuer, the Indenture Trustee and the Underwriters incident to the performance of the obligations hereunder, including, without limiting the generality of the foregoing, (A) all costs, taxes and expenses incident to the issue and delivery of the Bonds to the Underwriters; (B) all costs and expenses incident to the preparation, printing, reproduction and distribution of the Registration Statement as originally filed with the Commission and each amendment or supplement thereto, the Pricing Package (including any amendments and supplements thereto), the Final Prospectus (including any amendments and supplements thereto), and any Issuer Free Writing Prospectuses; (C) all reasonable fees, disbursements and expenses of (1) the Issuer’s counsel, (2) ETI’s counsel, (3) the Indenture Trustee’s counsel, (4) Counsel for the Underwriters, (5) the Issuer’s accountants and (6) ETI’s accountants; (D) all fees charged by the Rating Agencies in connection with the rating of the Bonds; (E) all fees of DTC in connection with the book-entry registration of the Bonds; (F) all costs and expenses incurred in connection with the qualification of the Bonds for sale under the laws of such jurisdictions in the United States as the Representatives may designate, together with costs and expenses in connection with any filing with FINRA with respect to the transactions contemplated hereby (including counsel fees not to exceed $10,000); and (G) all costs and expenses of printing and distributing all of the documents in connection the Bonds. (iii) The Issuer will cause the Pricing Prospectus and the Final Prospectus to be filed with the Commission pursuant to Rule 424 as soon as practicable and will advise the Underwriters of any stop order suspending the effectiveness of the Registration Statement or the institution of any proceeding therefor of which Issuer shall have received notice. The Issuer will use its reasonable best efforts to arrange for qualification or exemption prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. The Issuer has complied and will comply with Rule 433 under the Securities Act in connection with the offering of the Notes Bonds. (iv) If the sale of the Bonds provided for sale under the securities or “Blue Sky” laws herein is not consummated because any condition set forth in Section 9 hereof is not satisfied, because of any state that termination pursuant to Section 12 hereof or because of any refusal, inability or failure on the Initial Purchaser shall reasonably request and shall pay all reasonable expenses part of ETI or the Issuer to perform any agreement herein or comply with any provision hereof other than by reason of a default (including under Section 7 hereof) by any of the Underwriters, ETI or the Issuer (x) will reimburse the Underwriters upon demand for the reasonable fees and disbursements of counselCounsel for the Underwriters, and (y) will reimburse the Underwriters for their reasonable out-of-pocket expenses (other than fees and disbursements of Counsel for the Underwriters covered in clause (x) above), such out-of-pocket expenses in an aggregate amount not exceeding $200,000, incurred by them in connection with the qualification or exemption proposed purchase and in connection with the determination sale of the eligibility Bonds. The Issuer shall not in any event be liable to any of the Notes several Underwriters for investment under damages on account of loss of anticipated profits. (v) During the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days after period from the date of this AgreementUnderwriting Agreement to the date that is five days after the Closing Date, provided that the Issuer will not be required not, without the prior written consent of the Representatives, offer, sell or contract to (i) qualify to do business in sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits asset-backed securities (other than those suits arising out of the offering or sale of the Notes) in any jurisdiction where it is not now so subject or (iii) subject it to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not now so subjectBonds). (cvi) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 9(dd) of this Underwriting Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Issuer prior to, on or after the Closing Date, the Issuer shall furnish such documents and take such other actions to the extent reasonably requested by any Rating Agency. (vii) The Issuer shall, to the extent permitted by and consistent with the Issuer’s obligations under applicable law, include in the periodic and other reports to be filed with the Commission, the information as required by Section 3.07(g) of the Indenture with respect to the Bonds. To the extent that the Issuer’s obligations are terminated or limited by an amendment to Section 3.07(g) of the Indenture, or otherwise, such obligations shall be correspondingly terminated or limited hereunder. (viii) The Issuer will furnish to the Representatives and Counsel for the Underwriters, without charge, provide to copies of the Initial Purchaser Registration Statement (including exhibits thereto), and as many copies of the Preliminary Offering Memorandum Pricing Prospectus and the Offering Memorandum Final Prospectus and any amendment thereof or supplement thereto as the Initial Purchaser Representatives may reasonably request. (dix) So long as any of the Bonds are outstanding, the Issuer will furnish to the Representatives, if and to the extent not posted on the Issuer or its affiliate’s website, (A) as soon as available, a copy of each report of the Issuer filed with the Commission under the Exchange Act or furnished to Bondholders (to the extent such reports are not publicly available on the Commission’s website), (B) a copy of any filings with the PUCT pursuant to the Financing Act and the Financing Order including, but not limited to, any issuance advice letter (“Issuance Advice Letter”) filed with the PUCT pursuant to the Financing Order with respect to the Bonds or any semi-annual or more frequent true-up request letters, and (C) from time to time, any information concerning the Issuer as the Representatives may reasonably request. (x) The Issuer (or any of its “affiliates” will furnish such proper information as defined may be lawfully required and otherwise cooperate in Regulation D under qualifying the Act), directly or through any agent, shall not sell, offer Bonds for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that is integrated with the sale of the Notes hereunder in a manner that would cause the exemption afforded by Section 4(2) of the Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale under the blue sky laws of such jurisdictions as the Representatives may designate and will maintain such qualifications in effect so long as required for the distribution of the Notes hereunderBonds; provided, that the Issuer shall not be required to qualify as a foreign limited liability company or foreign corporation or dealer in securities, file any consents to service of process under the laws of any jurisdiction, or meet any other requirements deemed by the Issuer to be unduly burdensome. (xi) The Issuer will not file any amendment to the Registration Statement, any amendment or supplement to the Final Prospectus or any amendment or supplement to the Pricing Package during the period when a prospectus relating to the Bonds is required to be delivered under the Securities Act, without prior notice to the Underwriters or to which Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, which is acting as counsel for the Underwriters (“Counsel for the Underwriters”), shall reasonably object by written notice to the Issuer and ETI. (xii) So long as the Bonds are rated by any Rating Agency, the Issuer will comply with the 17g-5 Representations, other than (A) any noncompliance of the 17g-5 Representations that would not have a material adverse effect on the Bonds or the rating of the Bonds or (B) any noncompliance arising from the breach by an Underwriter of the representations, warranties and covenants set forth in Section 13 hereof.

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser several Underwriters that: : If, during such period of time (anot exceeding nine months) The after the Final Prospectus has been filed with the Commission pursuant to Rule 424 as in the opinion of Counsel for the Underwriters (as defined below) a prospectus covering the Bonds is required by law to be delivered in connection with sales by an Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), any event relating to or affecting the Issuer, the Bonds or the Series A Transition Property or of which the Issuer shall be advised in writing by the Representatives shall occur that in the Issuer's reasonable judgment after consultation with Counsel for the Underwriters should be set forth in a supplement to, or an amendment of, the Final Prospectus in order to make the Final Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Issuer will promptly notify the Representatives of such event and, at its expense, amend or supplement the Offering Memorandum or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof Final Prospectus by either (A) preparing and been furnished a copy thereof prior furnishing to the proposed Underwriters at the Issuer's expense a reasonable number of copies of a supplement or supplements or an amendment or supplement and shall not have reasonably objected in writing within five amendments to the Final Prospectus or (5B) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all making an appropriate filing pursuant to Section 13 or Section 15 of the Notes and (ii) 90 days after Exchange Act, which will supplement or amend the date of this AgreementFinal Prospectus so that, as supplemented or amended, it will not contain any event occurs as a result of which the Preliminary Offering Memorandum or the Offering Memorandum as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Final Prospectus is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under which they were madethe Securities Act), not misleading; provided that should such event relate solely to the activities of any of the Underwriters, or if it is necessary at then such Underwriters shall assume the expense of preparing and furnishing any such time amendment or supplement. The Issuer or EGSI will, except as herein provided, pay or cause to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Lawbe paid, the Issuer shall promptly notify the Initial Purchaser thereof all reasonable costs and shall prepare and deliver to the Initial Purchaser, at the expense expenses of the Issuer, an the Indenture Trustee and the Underwriters incident to the performance of the obligations hereunder, including, without limiting the generality of the foregoing, (A) all costs, taxes and expenses incident to the issue and delivery of the Bonds to the Underwriters, (B) all costs and expenses incident to the preparation, printing, reproduction and distribution of the Registration Statement as originally filed with the Commission and each amendment of or supplement to thereto, the Preliminary Offering Memorandum or Pricing Prospectus (including any amendments and supplements thereto), the Offering Memorandum which will correct such statement or omission or effect such compliance. In Final Prospectus (including any amendments and supplements thereto), and any Issuer Free Writing Prospectuses, (C) all reasonable fees, disbursements and expenses of (1) the event that Issuer's counsel, (2) EGSI's counsel, (3) the Initial Purchaser shall incur any costs Indenture Trustee's counsel, (4) the Underwriters' counsel, (5) the Issuer's accountants and (6) EGSI's accountants, (D) all fees charged by the Rating Agencies in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light rating of the circumstances under which they were madeBonds, not misleading, (E) all fees of DTC in connection with the Issuer and the Manager jointly and severally agree to reimburse the Initial Purchaser for such costs, provided that the untrue statement or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined in Section 13 hereof). (b) The Issuer will use its reasonable efforts to arrange for qualification or exemption book-entry registration of the Notes Bonds, (F) all costs and expenses incurred in connection with the qualification of the Bonds for sale under the securities or “Blue Sky” laws of such jurisdictions in the United States as the Representatives may designate, together with costs and expenses in connection with any state that filing with the Initial Purchaser shall reasonably request and shall pay all reasonable expenses National Association of Securities Dealers with respect with the transactions contemplated hereby (including counsel fees not to exceed $10,000), and (G) and all costs and expenses of printing and distributing all of the documents in connection the Bonds. The Issuer will cause the Pricing Prospectus and the Final Prospectus to be filed with the Commission pursuant to Rule 424 as soon as practicable and advise the Underwriters of any stop order suspending the effectiveness of the Registration Statement or the institution of any proceeding therefor of which Issuer shall have received notice. The Issuer has complied and will comply with Rule 433 under the Securities Act in connection with the offering of the Bonds. If the sale of the Bonds provided for herein is not consummated because any condition set forth in Section 9 hereof is not satisfied, because of any termination pursuant to Section 12 hereof or because of any refusal, inability or failure on the part of EGSI or the Issuer to perform any agreement herein or comply with any provision hereof other than by reason of a default (including under Section 7) by any of the Underwriters, EGSI or the Issuer will reimburse the Underwriters upon demand for the reasonable fees and disbursements of counsel) Counsel for the Underwriters, and will reimburse the Underwriters for their reasonable out-of-pocket expenses, in an aggregate amount not exceeding $200,000, incurred by them in connection with the qualification or exemption proposed purchase and in connection with the determination sale of the eligibility Bonds. The Issuer shall not in any event be liable to any of the Notes several Underwriters for investment under damages on account of loss of anticipated profits. During the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days after period from the date of this AgreementUnderwriting Agreement to the date that is five days after the Closing Date, provided that the Issuer will not be required not, without the prior written consent of the Representatives, offer, sell or contract to (i) qualify to do business in sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits asset-backed securities (other than those suits arising out the Bonds). To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 9(dd) of this Underwriting Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Issuer on or after the Closing Date, the Issuer shall furnish such documents and take such other actions. For a period from the date of this Underwriting Agreement until the retirement of the offering Bonds or sale until such time as the Underwriters shall cease to maintain a secondary market in the Bonds, whichever occurs first, the Issuer shall file with the Commission, and to the extent permitted by and consistent with the Issuer's obligations under applicable law, make available on the website associated with the Issuer's parent or affiliate, such periodic reports, if any, as are required (without regard to the number of holders of Bonds to the extent permitted by and consistent with the Issuer's obligations under applicable law) from time to time under Section 13 or Section 15(d) of the Notes) in any jurisdiction where it is Exchange Act, and the Issuer shall not now so subject voluntarily suspend or (iii) subject it to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not now so subject. (c) terminate its filing obligations with the Commission. The Issuer shallshall also, to the extent permitted by and consistent with the Issuer's obligations under applicable law, include in the periodic and other reports to be filed with the Commission as provided above, such information as required by Section 3.07(g) of the Indenture with respect to the Bonds. To the extent that the Issuer's obligations are terminated or limited by an amendment to Section 3.07(g) of the Indenture, or otherwise, such obligations shall be correspondingly terminated or limited hereunder. The Issuer will furnish to the Representatives and Counsel for the Underwriters, without charge, provide to copies of the Initial Purchaser Registration Statement (including exhibits thereto), and as many copies of the Preliminary Offering Memorandum Pricing Prospectus and the Offering Memorandum Final Prospectus and any amendment thereof or supplement thereto as the Initial Purchaser Representatives may reasonably request. So long as any of the Bonds are outstanding, the Issuer will furnish to the Representatives, if and to the extent not posted on the Issuer or its affiliate's website, (A) as soon as available, a copy of each report of the Issuer filed with the Commission under the Exchange Act or mailed to Bondholders (to the extent such reports are not publicly available on the Commission's website), (B) a copy of any filings with the PUCT pursuant to the Financing Act and the Financing Order including, but not limited to, any Issuance Advice Letter or any annual or more frequent True-Up Advice Letters, and (C) from time to time, any information concerning the Issuer as the Representatives may reasonably request. (d) The Issuer (or any of its “affiliates” as defined in Regulation D under the Act), directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that is integrated with the sale of the Notes hereunder in a manner that would cause the exemption afforded by Section 4(2) of the Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Notes hereunder.

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser several Underwriters that: (a) The Issuer will (i) prepare and timely file with the Commission, under Rule 424(b) of the 1933 Act, a Prospectus in a form approved by the Representatives containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A of the 1933 Act; (ii) file any Issuer Free Writing Prospectus to the extent required by Rule 433 under the 1933 Act; (iii) not file any amendment to the Registration Statement or supplement to the Prospectus or the Disclosure Package of which the Representatives shall not amend or supplement the Offering Memorandum or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof and been furnished with a copy thereof prior or to which the proposed amendment or supplement and Representatives shall not have reasonably objected in writing within five (5or which is not in compliance with the 1933 Act;(iv) Business Days not prepare, use, authorize, approve, refer to or file any Issuer Free Writing Prospectus, amendment or supplement, whether before or after being the time that the Registration Statement becomes effective, of which the Representatives shall not previously have been advised and furnished with a copy or to which the Representatives and counsel for the Underwriters shall have reasonably objected in writing;(v) file on a timely basis all reports and any definitive proxy or information statements required to be filed by the Issuer with the Commission subsequent to the date of the Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the 1933 Act) is required in connection with the offering or sale of the Shares; and (vi) furnish copies of the Disclosure Package and the Prospectus and any supplements and amendments thereto in such quantities as the Representatives may reasonably request. (b) The Issuer has not distributed and without the prior consent of the Representatives, it will not distribute any prospectus or other offering material (including, without limitation, any offer relating to the Shares that would constitute a free writing prospectus and content on the Issuer’s website that may be deemed to be a prospectus or other offering material) in connection with the offering and sale of the Shares, other than the materials referred to in Section 1(d). IfAny such Issuer Free Writing prospectus the use of which has been consented to by the Issuer and the Representatives is listed on Schedule II(a) or Schedule II(b) hereto. The Issuer has complied and will comply with the requirements of Rule 433 under the 1933 Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending. The Issuer agrees that if at any time during the period beginning on the date hereof and ending on the earlier following issuance of (i) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (ii) 90 days after the date of this Agreement, an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Preliminary Offering Memorandum Prospectus or the Offering Memorandum as then amended Prospectus or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any such time to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Law, the Issuer shall promptly notify the Initial Purchaser thereof and shall prepare and deliver to the Initial Purchaser, at the expense of the Issuer, an amendment of or supplement to the Preliminary Offering Memorandum or the Offering Memorandum which will correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur any costs in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madethen prevailing, not misleading, the Issuer will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and the Manager jointly and severally agree furnish without charge to reimburse the Initial Purchaser for each Underwriter an Issuer Free Writing Prospectus or other document which will correct such costsconflict, provided that the untrue statement or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined in Section 13 hereof). (b) The Issuer will use its reasonable efforts to arrange for qualification or exemption of the Notes for sale under the securities or “Blue Sky” laws of any state that the Initial Purchaser shall reasonably request and shall pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with the qualification or exemption and in connection with the determination of the eligibility of the Notes for investment under the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days after the date of this Agreement, provided that the Issuer will not be required to (i) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits (other than those suits arising out of the offering or sale of the Notes) in any jurisdiction where it is not now so subject or (iii) subject it to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not now so subjectomission. (c) The Issuer shallwill not take, without chargedirectly or indirectly, provide any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the Initial Purchaser as many copies stabilization or manipulation of the Preliminary Offering Memorandum and price of any securities of the Offering Memorandum and any amendment thereof or supplement thereto as the Initial Purchaser may reasonably requestIssuer. (d) The Issuer will advise the Representatives promptly (i) when the Registration Statement or any of its “affiliates” as defined in Regulation D under post-effective amendment thereto shall have become effective; (ii) when any amendment to the Act), directly Registration Statement has been filed or through becomes effective; (iii) when any agent, shall not sell, offer for sale supplement to the Prospectus or solicit offers any Issuer Free Writing Prospectus or any amendment to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that is integrated with the sale of the Notes hereunder in a manner that would cause the exemption afforded by Section 4(2Prospectus has been filed;(iv) of the Act receipt of any comments from the Commission; (v) of any request of the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for any additional information; (vi) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the safe harbor Prospectus or of Regulation S thereunder the institution or threatening of any proceedings for that purpose; and (vii) of the receipt by the Issuer of any notice with respect to cease to be applicable to any suspension of the qualification of the Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Issuer will use reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Notes hereunderRegistration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Shares and, if any such order is issued, will obtain as soon as reasonably possible the withdrawal thereof. As used herein, “Prospectus Delivery Period” means such period of time after the date of the first bona fide public offering of the Shares as in the opinion of counsel for the Underwriters a prospectus relating to the Shares is required by law to be delivered (or required to be delivered but for Rule 172 under the 0000 Xxx) in connection with the sales of the Shares by any Underwriter or dealer. The Issuer will use its best efforts to prevent the issuance of any stop order preventing or suspending the use of the Prospectus and to obtain as soon as possible the lifting thereof, if issued.

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser several Underwriters that: (ai) The Issuer will upon request promptly deliver to the Representative and Counsel for the Underwriters (as defined below) a copy of the Registration Statement, certified by an officer or manager of the Issuer to be in the form as originally filed, including all exhibits thereto and all amendments thereto. (ii) The Issuer will deliver to the Underwriters, as soon as practicable after the date hereof, as many copies of the Pricing Prospectus and the Final Prospectus as they may reasonably request. (iii) The Issuer will cause or has caused the Final Prospectus to be filed with the Commission pursuant to Rule 424 under the Securities Act as soon as practicable and will advise the Underwriters of any stop order issued by the Commission suspending the effectiveness of the Registration Statement or the institution of any proceeding therefor of which the Issuer shall have received notice. The Issuer will use every reasonable effort to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof by the Commission. The Issuer has complied and will comply with Rule 433 under the Securities Act in connection with the offering of the Bonds. (iv) If, during such period of time (not exceeding nine months) after the Final Prospectus has been filed with the Commission pursuant to Rule 424 under the Securities Act as in the opinion of Counsel for the Underwriters a prospectus covering the Bonds is required by law to be delivered in connection with sales by an Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), any event relating to or affecting the Issuer, the Bonds or the Securitization Property or of which the Issuer shall be advised in writing by the Representative shall occur that should be set forth in a supplement to or an amendment of the Pricing Package or the Final Prospectus in order to make the Pricing Package or the Final Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Issuer will, at its expense, amend or supplement the Offering Memorandum Pricing Package or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof Final Prospectus, as applicable, by either (A) preparing and been furnished a copy thereof prior furnishing to the proposed Underwriters at the Issuer’s expense a reasonable number of copies of a supplement or supplements of or an amendment or supplement and shall not have reasonably objected in writing within five amendments to the Pricing Package or the Final Prospectus or (5B) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all making an appropriate filing pursuant to Section 13 or Section 15 of the Notes and (ii) 90 days after Exchange Act, which will supplement or amend the date of this Agreement, any event occurs as a result of which the Preliminary Offering Memorandum Pricing Package or the Offering Memorandum Final Prospectus so that, as then amended supplemented or supplemented would include an amended, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Pricing Package or the Final Prospectus is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under which they were madethe Securities Act), not misleading; provided, that should such event relate solely to the activities of any of the Underwriters, then such Underwriters shall assume the expense of preparing and furnishing any such amendment or supplement; provided, further, that Counsel for the Underwriters shall not have objected to such amendment or supplement pursuant to Section 8(a)(x) or Section 8(b)(x). The Issuer will also fulfill its obligations set out in Section 3(e) above. (v) The Issuer will furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Bonds for offer and sale under the blue-sky laws of the states of the United States as the Representative may designate; provided that the Issuer shall not be required to qualify as a foreign limited liability company or dealer in securities, to file any consents to service of process under the laws of any jurisdiction or to meet any other requirements deemed by the Issuer to be unduly burdensome. (vi) The Issuer or Consumers, on behalf of the Issuer, will, except as herein provided, pay or cause to be paid all reasonable expenses and taxes (except transfer taxes) in connection with (i) the preparation and filing by it of the Registration Statement, the Pricing Prospectus and the Final Prospectus (including any amendments and supplements thereto) and any Issuer Free Writing Prospectuses, (ii) the issuance and delivery of the Bonds as provided in Section 7 hereof (including reasonable documented fees and out-of-pocket disbursements of Counsel for the Underwriters and all trustee, rating agency and MPSC advisor fees), (iii) the qualification of the Bonds under blue-sky laws (including counsel fees not to exceed $5,000), (iv) the printing and delivery to the Underwriters of reasonable quantities of the Registration Statement and, except as provided in Section 8(a)(iv) hereof, of the Pricing Package and Final Prospectus. If the obligation of the Underwriters to purchase the Bonds terminates in accordance with the provisions of Sections 9, 10 or 12 hereof, the Issuer (i) will reimburse (or cause to be reimbursed) the Underwriters for the reasonable documented fees and out-of-pocket disbursements of Counsel for the Underwriters and (ii) will reimburse or cause to be reimbursed the Underwriters for their reasonable documented out-of-pocket expenses (other than fees of counsel covered in clause (i) above), such out-of-pocket expenses in an aggregate amount not exceeding $200,000, incurred in contemplation of the performance of this Underwriting Agreement. The Issuer shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits. (vii) During the period from the date of this Underwriting Agreement to the date that is five days after the Closing Date, the Issuer will not, without the prior written consent of the Representative, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any asset-backed securities (other than the Bonds). (viii) To the extent, if it any, that any rating necessary to satisfy the condition set forth in Section 9(t) of this Underwriting Agreement is necessary at any such time to amend or supplement conditioned upon the Preliminary Offering Memorandum furnishing of documents or the Offering Memorandum to comply with any Applicable Lawtaking of other actions by the Issuer on or after the Closing Date, the Issuer shall promptly notify the Initial Purchaser thereof furnish such documents and shall prepare and deliver take such other actions to the Initial Purchaser, at extent reasonably requested by any Rating Agency. (ix) For a period from the expense date of this Underwriting Agreement until the retirement of the Bonds or until such time as the Underwriters shall cease to maintain a secondary market in the Bonds, whichever occurs first, the Issuer shall file with the Commission and, to the extent permitted by and consistent with the Issuer’s obligations under applicable law, make available on the website associated with the Issuer or its affiliates, such periodic reports, if any, as are required (without regard to the number of holders of Bonds to the extent permitted by and consistent with the Issuer’s obligations under applicable law) from time to time under Section 13 or Section 15(d) of the Exchange Act; provided, that the Issuer shall not voluntarily suspend or terminate its filing obligations with the Commission unless permitted under applicable law and not prohibited by the terms of the Issuer Documents. The Issuer shall also, to the extent permitted by and consistent with the Issuer’s obligations under applicable law, include in any periodic and other reports to be filed with the Commission as provided above or posted on the website associated with the Issuer or its affiliates, such information as required by Section 3.07(g) of the Indenture with respect to the Bonds. To the extent that the Issuer’s obligations are terminated or limited by an amendment to Section 3.07(g) of the Indenture, or otherwise, such obligations shall be correspondingly terminated or limited hereunder. (x) The Issuer and Consumers will not file any amendment to the Registration Statement, any amendment or supplement to the Preliminary Offering Memorandum Final Prospectus or any amendment or supplement to the Offering Memorandum Pricing Package during the period when a prospectus relating to the Bonds is required to be delivered under the Securities Act, without prior notice to the Underwriters or to which will correct such statement or omission or effect such compliance. In Hxxxxx Axxxxxx Xxxxx LLP, who are acting as counsel for the event that Underwriters (“Counsel for the Initial Purchaser Underwriters”), shall incur reasonably object by written notice to the Issuer and Consumers within two business days of notification thereof. (xi) So long as any costs in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingBonds are outstanding, the Issuer will furnish to the Representative, if and to the Manager jointly and severally agree to reimburse extent not posted on the Initial Purchaser for such costsIssuer or any of its affiliate’s website, provided that the untrue statement or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (A) as defined in Section 13 hereof). (b) The Issuer will use its reasonable efforts to arrange for qualification or exemption soon as available, a copy of each report of the Notes for sale Issuer filed with the Commission under the securities Exchange Act or “Blue Sky” laws furnished to the bondholders (in each case to the extent such reports are not publicly available on the Commission’s website), (B) upon request, a copy of any state that the Initial Purchaser shall reasonably request and shall pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection filings with the qualification MPSC pursuant to the Financing Order including, but not limited to any annual, semi-annual or exemption and in connection with the determination of the eligibility of the Notes for investment under the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes more frequent true-up adjustment filings, and (yC) 90 days after the date of this Agreementfrom time to time, provided that the Issuer will not be required to (i) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits information (other than those suits arising out of confidential or proprietary information) concerning the offering or sale of the Notes) in any jurisdiction where it is not now so subject or (iii) subject it to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not now so subject. (c) The Issuer shall, without charge, provide to the Initial Purchaser as many copies of the Preliminary Offering Memorandum and the Offering Memorandum and any amendment thereof or supplement thereto as the Initial Purchaser Representative may reasonably request. (dxii) The So long as the Bonds are rated by any Rating Agency, the Issuer (or any of its “affiliates” as defined in Regulation D under the Act), directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that is integrated will comply with the sale 17g-5 Representations, other than (x) any noncompliance of the Notes hereunder in a manner 17g-5 Representations that would cause not have a material adverse effect on the exemption afforded by Section 4(2) rating of the Act Bonds or the safe harbor of Regulation S thereunder to cease to be applicable to Bonds or (y) any noncompliance arising from the offer and sale breach by an Underwriter of the Notes hereunderrepresentations, warranties and covenants set forth in Section 13 hereof.

Covenants of the Issuer. As of the Issue Date, Issuer represents, covenants and warrants for the benefit of Xxxxxx as follows: (a) Issuer is a public body corporate and politic duly organized and existing under the constitution and laws of the State with full power and authority to issue the Bond, and to enter into this Agreement and the transactions contemplated hereby and to perform all of its obligations thereunder. (b) Issuer will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a public body corporate and politic. To the extent Issuer should merge with another entity under the laws of the State, Issuer agrees that as a condition to such merger it will require that the remaining or resulting entity shall be assigned Issuer's rights and shall assume Issuer's obligations under the Bond and this Agreement. (c) Issuer has been duly authorized to issue the Bond and to execute and deliver this Agreement by proper action by its governing body, or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of the Bond and this Agreement. On the Issue Date, Issuer shall cause to be delivered an opinion of Bond Counsel as to the due authorization, validity and enforceability of the Bond, and the federal and state tax exemption of interest on the Bond, with such changes therein as may be approved by Xxxxxx. (d) Issuer will provide Lender with current financial statements and budgets and such financial or other information of Issuer as Lender may request, in such form and containing such information as may be requested by Xxxxxx. Within 180 days of the close of each fiscal year of the Issuer, the Issuer shall provide Lender the complete audited financial statements of the Issuer. (e) The Issuer will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), including, without limitation, Sections 103 and 148 thereof, and the regulations of the Treasury Department thereunder, from time to time proposed or in effect, in order to maintain the excludability from gross income for federal income tax purposes of the interest on the Bond. The Issuer covenants and agrees that it will use the proceeds of the Bond as soon as practicable and with all reasonable dispatch for the purpose for which the Bond has been issued, and that no part of the proceeds of the Bond shall be invested in any securities, obligations or other investments except for the temporary period pending such use nor used, at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of issuance of the Bond, would have caused the Bond to be or become "arbitrage bonds" within the meaning of Section 103(b)(2) or Section 148 of the Code and the regulations of the Treasury Department thereunder proposed or in effect at the time of such use and applicable to obligations issued on the date of issuance of the Bond. In furtherance of the covenant contained in the preceding sentence, the Issuer agrees to comply with the Initial Purchaser that:tax compliance certificate delivered on the Issue Date and the provisions of Section 141 through 150 of the Code, as applicable. (af) The Issuer shall not amend or supplement designates the Offering Memorandum or any amendment thereof or supplement thereto unless Bond as a “qualified tax-exempt obligation” for the Initial Purchaser previously shall have been advised thereof and been furnished a copy thereof prior to the proposed amendment or supplement and shall not have reasonably objected in writing within five (5purpose of Section 265(b)(3) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes Code. The Issuer represents and covenants as follows: i. The Issuer will in no event designate more than $10,000,000 of obligations as qualified tax- exempt obligations in calendar year 2022, including the Bond, for the purpose of such Section 265(b)(3); ii. The Issuer, all its “subordinate entities,” within the meaning of such Section 265(b)(3), and all entities which issue tax-exempt obligations on behalf of the Issuer and its subordinate entities have not authorized, in the aggregate, more than $10,000,000 of tax- exempt obligations to be issued in calendar year 2022 (iinot including “private activity bonds,” within the meaning of Section 141 of the Code, other than “qualified 501(c)(3) 90 days after bonds,” within the meaning of Section 145 of the Code), including the Bond; iii. Barring circumstances unforeseen as of the date of this Agreement, any event occurs as a result of which the Preliminary Offering Memorandum or the Offering Memorandum as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light delivery of the circumstances under which they were madeBond, not misleading, or if it is necessary at any such time to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Law, the Issuer shall promptly notify the Initial Purchaser thereof and shall prepare and deliver to the Initial Purchaser, at the expense of the Issuer, an amendment of or supplement to the Preliminary Offering Memorandum or the Offering Memorandum which will correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur any costs in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer and the Manager jointly and severally agree to reimburse the Initial Purchaser for such costs, provided that the untrue statement or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined in Section 13 hereof). (b) The Issuer will use its reasonable efforts to arrange for qualification or exemption of the Notes for sale under the securities or “Blue Sky” laws of any state that the Initial Purchaser shall reasonably request and shall pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with the qualification or exemption and in connection with the determination of the eligibility of the Notes for investment under the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days after the date of this Agreement, provided that the Issuer will not be required issue tax-exempt obligations itself or approve the issuance of tax-exempt obligations of any of such other entities if the issuance of such tax-exempt obligations would, when aggregated with all other tax-exempt obligations theretofore issued by the Issuer and such other entities in calendar year 2022, result in the Issuer and such other entities having issued a total of more than $10,000,000 of tax-exempt obligations in calendar year 2020 (not including private activity bonds other than qualified 50l(c)(3) bonds), including the Bond; and iv. The Issuer has no reason to believe that the Issuer and such other entities will issue tax-exempt obligations in calendar year 2022 in an aggregate amount that will exceed such $10,000,000 limit; provided, however, that if the Issuer receives an opinion of nationally recognized bond counsel that compliance with any covenant set forth in (i) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits (other than those suits arising out of the offering or sale of the Notes) in any jurisdiction where it is not now so subject or (iii) subject it to taxation in excess of a nominal dollar amount in any such jurisdiction where it above is not now so subjectrequired for the Bond to be a qualified tax-exempt obligation, the Issuer need not comply with such covenant. (cg) The Issuer shall, without charge, provide to the Initial Purchaser as many copies issuance of the Preliminary Offering Memorandum Bond and the Offering Memorandum execution, delivery and performance of this Agreement and compliance with the provisions thereof by Issuer does not conflict with or result in a violation or breach or constitute a default under, any amendment thereof resolution, bond, agreement, indenture, mortgage, note, lease or supplement thereto as the Initial Purchaser may reasonably request. (d) The other instrument to which Issuer (is a party or by which it is bound by any law or any rule, regulation, order or decree of any court, governmental agency or body having jurisdiction over Issuer or any of its “affiliates” as defined activities or properties resulting in Regulation D under the Act), directly creation or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect imposition of any “security” (as defined in the Act) that lien, charge or other security interest or encumbrance of any nature whatsoever upon any property or assets of Issuer or to which it is integrated with the sale of the Notes hereunder in a manner that would cause the exemption afforded by Section 4(2) of the Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Notes hereundersubject.

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser several Underwriters that: (ai) The Issuer will upon request promptly deliver to the Representatives and Counsel to the Underwriters a conformed copy of the Registration Statement, certified by an officer of the Issuer to be in the form as originally filed and all amendments thereto. (ii) The Issuer will deliver to the Underwriters, as soon as practicable after the date hereof, as many copies of the Pricing Prospectus and Final Prospectus as they may reasonably request. (iii) The Issuer will cause or has caused the Final Prospectus to be filed with the Commission pursuant to Rule 424 under the Securities Act as soon as practicable and will advise the Underwriters of any stop order suspending the effectiveness of the Registration Statement or preventing the use of the Registration Statement, or the institution of any proceeding therefor of which the Issuer shall have received notice. The Issuer will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. The Issuer has complied and will comply with Rule 433 and Rule 163B under the Securities Act in connection with the offering of the Bonds. (iv) If, during such period of time (not exceeding nine months) after the Final Prospectus has been filed with the Commission pursuant to Rule 424 under the Securities Act as in the opinion of Counsel for the Underwriters a prospectus covering the Bonds is required by law to be delivered in connection with sales by an Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), any event relating to or affecting the Issuer, the Bonds or the Energy Transition Property or of which the Issuer shall be advised in writing by the Representatives shall occur that in the Issuer’s reasonable judgment after consultation with Counsel for the Underwriters (as defined below) should be set forth in a supplement to, or an amendment of the Pricing Package or the Final Prospectus in order to make the Pricing Package or the Final Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Issuer will, at its expense, amend or supplement the Offering Memorandum Pricing Package or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof Final Prospectus by either (A) preparing and been furnished a copy thereof prior furnishing to the proposed Underwriters at the Issuer’s expense a reasonable number of copies of a supplement or supplements or an amendment or supplement and shall not have reasonably objected in writing within five amendments to the Pricing Package or the Final Prospectus or (5B) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all making an appropriate filing pursuant to Section 13 or Section 15 of the Notes and (ii) 90 days after Exchange Act, which will supplement or amend the date of this Agreement, any event occurs as a result of which the Preliminary Offering Memorandum Pricing Package or the Offering Memorandum Final Prospectus so that, as then amended supplemented or supplemented would include an amended, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Pricing Package or the Final Prospectus is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under which they were madethe Securities Act), not misleading, or if it is necessary at any ; provided that should such time to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Law, the Issuer shall promptly notify the Initial Purchaser thereof and shall prepare and deliver event relate solely to the Initial Purchaseractivities of any of the Underwriters, at then such Underwriters shall assume the expense of preparing and furnishing any such amendment or supplement. The Issuer will also fulfill its obligations set out in Section 3(e) above. The Issuer will advise the Issuer, an amendment of or Underwriters promptly in writing when any supplement to the Preliminary Offering Memorandum or the Offering Memorandum which will correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur any costs in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingPricing Package, the Issuer and Final Prospectus or any amendment to the Manager jointly and severally agree to reimburse the Initial Purchaser for such costs, provided that the untrue statement Final Prospectus has been filed or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined in Section 13 hereof)distributed. (bv) The Issuer will use its reasonable efforts to arrange furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Bonds for qualification or exemption of the Notes for offer and sale under the securities blue-sky laws of the states of the United States as the Representatives may designate; provided that the Issuer shall not be required to qualify as a foreign limited liability company or “Blue Sky” dealer in securities, to file any consents to service of process under the laws of any state that jurisdiction, or meet any other requirements deemed by the Initial Purchaser shall reasonably request Issuer to be unduly burdensome. (vi) The Issuer will, except as herein provided, pay or cause to be paid all expenses and shall pay all reasonable expenses taxes (except transfer taxes) in connection with (i) the preparation and filing by it of the Registration Statement, Pricing Prospectus and Final Prospectus (including any amendments and supplements thereto) and any Issuer Free Writing Prospectuses, (ii) the issuance and delivery of the Bonds as provided in Section 7 hereof (including, without limitation, certain reasonable fees and disbursements of counselCounsel for the Underwriters and all trustee and rating agency fees), (iii) the qualification of the Bonds under blue-sky laws (including counsel fees not to exceed $15,000), and (iv) the printing and delivery to the Underwriters of reasonable quantities of the Registration Statement and, except as provided in connection Section 8(a)(iv) hereof, of the Pricing Package and Final Prospectus. If the obligation of the Underwriters to purchase the Bonds terminates in accordance with the qualification provisions of Sections 7 (but excluding terminations arising thereunder out of an Underwriter default), 9, 10 or exemption 12 hereof, the Issuer (i) will reimburse the Underwriters for the reasonable fees and disbursements of Counsel for the Underwriters, and (ii) will reimburse the Underwriters for their reasonable out-of-pocket expenses, such out-of-pocket expenses in connection with the determination an aggregate amount not exceeding $200,000, incurred in contemplation of the eligibility performance of this Underwriting Agreement. The Issuer shall not in any event be liable to any of the Notes several Underwriters for investment under damages on account of loss of anticipated profits. (vii) During the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days after period from the date of this AgreementUnderwriting Agreement to the date that is five days after the Closing Date, the Issuer will not, without the prior written 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 (other than the Bonds). (viii) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 9(bb) of this Underwriting Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Issuer on or after the Closing Date, the Issuer shall furnish such documents and take such other actions. (ix) For a period from the date of this Underwriting Agreement until the retirement of the Bonds or until such time as the Underwriters shall cease to maintain a secondary market in the Bonds, whichever occurs first, the Issuer shall file with the Commission, and to the extent permitted by and consistent with the Issuer’s obligations under applicable law, make available on the website associated with the Issuer’s parent, such periodic reports, if any, as are required (without regard to the number of holders of Bonds to the extent permitted by and consistent with the Issuer’s obligations under applicable law) from time to time under Section 13 or Section 15(d) of the Exchange Act; provided that the Issuer will shall not be required to (i) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits (other than those suits arising out voluntarily suspend or terminate its filing obligations with the Commission unless permitted under applicable law and the terms of the offering Issuer Documents. The Issuer shall also, to the extent permitted by and consistent with the Issuer’s obligations under applicable law, include in the periodic and other reports to be filed with the Commission as provided above or sale posted on the website associated with the Issuer’s parent, such information as required by Section 3.07(g) of the NotesIndenture with respect to the Bonds. To the extent that the Issuer’s obligations are terminated or limited by an amendment to Section 3.07(g) in any jurisdiction where it is not now so subject of the Indenture, or (iii) subject it to taxation in excess of a nominal dollar amount in any otherwise, such jurisdiction where it is not now so subjectobligations shall be correspondingly terminated or limited hereunder. (cx) The Issuer shalland PNM will not file any amendment to the Registration Statement or amendment or supplement to the Final Prospectus or amendment or supplement to the Pricing Package during the period when a prospectus relating to the Bonds is required to be delivered under the Securities Act, without charge, provide prior notice to the Initial Purchaser Underwriters, or to which Hxxxxx Axxxxxx Xxxxx LLP, who are acting as many copies counsel for the Underwriters (“Counsel for the Underwriters”), shall reasonably object by written notice to PNM and the Issuer. (xi) So long as any of the Preliminary Offering Memorandum Bonds are outstanding, the Issuer will furnish to the Representatives, if and to the Offering Memorandum extent not posted on EXXXX or the Issuer or its affiliate’s website, (A) as soon as available, a copy of each report of the Issuer filed with the Commission under the Exchange Act or mailed to the Bondholders (to the extent such reports are not publicly available on the Commission’s website), (B) upon request, a copy of any filings with the NMPRC pursuant to the Financing Order including, but not limited to, any advice notice or any standard True-Up Adjustment filings (semi-annual, quarterly (beginning two years prior to the final maturity date of the Bonds) and optional interim) and non-standard true-up adjustment filings, as described in the Financing Order, and (C) from time to time, any amendment thereof or supplement thereto information concerning the Issuer as the Initial Purchaser Representatives may reasonably request. (dxii) The So long as the Bonds are rated by any Rating Agency, the Issuer (or any of its “affiliates” as defined in Regulation D under the Act), directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that is integrated will comply with the sale 17g-5 Representations, other than (x) any noncompliance of the Notes hereunder in a manner 17g-5 Representations that would cause not have a material adverse effect on the exemption afforded by Section 4(2) rating of the Act Bonds or the safe harbor of Regulation S thereunder to cease to be applicable to Bonds or (y) any noncompliance arising from the offer and sale breach by an Underwriter of the Notes hereunderrepresentations and warranties and covenants set forth in Section 13 hereof.

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser several Underwriters that: (ai) The Issuer will upon request promptly deliver to the Representatives and Counsel to the Underwriters a conformed copy of the Registration Statement, certified by an officer of the Issuer to be in the form as originally filed and all amendments thereto. (ii) The Issuer will deliver to the Underwriters, as soon as practicable after the date hereof, as many copies of the Pricing Prospectus and Final Prospectus as they may reasonably request. (iii) The Issuer will cause or has caused the Final Prospectus to be filed with the Commission pursuant to Rule 424 under the Securities Act as soon as practicable and will advise the Underwriters of any stop order suspending the effectiveness of the Registration Statement or preventing the use of the Registration Statement, or the institution of any proceeding therefor of which Issuer shall have received notice. The Issuer will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. The Issuer has complied and will comply with Rule 433 and Rule 163B under the Securities Act in connection with the offering of the Bonds. (iv) If, during such period of time (not exceeding nine months) after the Final Prospectus has been filed with the Commission pursuant to Rule 424 under the Securities Act as in the opinion of Counsel for the Underwriters a prospectus covering the Bonds is required by law to be delivered in connection with sales by an Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), any event relating to or affecting the Issuer, the Bonds or the Recovery Property or of which the Issuer shall be advised in writing by the Representatives shall occur that in the Issuer’s reasonable judgment after consultation with Counsel for the Underwriters (as defined below) should be set forth in a supplement to, or an amendment of the Pricing Package or the Final Prospectus in order to make the Pricing Package or the Final Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Issuer will, at its expense, amend or supplement the Offering Memorandum Pricing Package or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof Final Prospectus by either (A) preparing and been furnished a copy thereof prior furnishing to the proposed Underwriters at the Issuer’s expense a reasonable number of copies of a supplement or supplements or an amendment or supplement and shall not have reasonably objected in writing within five amendments to the Pricing Package or the Final Prospectus or (5B) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all making an appropriate filing pursuant to Section 13 or Section 15 of the Notes and (ii) 90 days after Exchange Act, which will supplement or amend the date of this Agreement, any event occurs as a result of which the Preliminary Offering Memorandum Pricing Package or the Offering Memorandum Final Prospectus so that, as then amended supplemented or supplemented would include an amended, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Pricing Package or the Final Prospectus is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under which they were madethe Securities Act), not misleading, or if it is necessary at any ; provided that should such time to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Law, the Issuer shall promptly notify the Initial Purchaser thereof and shall prepare and deliver event relate solely to the Initial Purchaseractivities of any of the Underwriters, at then such Underwriters shall assume the expense of preparing and furnishing any such amendment or supplement. The Issuer will also fulfill its obligations set out in Section 3(d) above. The Issuer will advise the Issuer, an amendment of or Underwriters promptly in writing when any supplement to the Preliminary Offering Memorandum or the Offering Memorandum which will correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur any costs in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingPricing Package, the Issuer and Final Prospectus or any amendment to the Manager jointly and severally agree to reimburse the Initial Purchaser for such costs, provided that the untrue statement Final Prospectus has been filed or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined in Section 13 hereof)distributed. (bv) The Issuer will use its reasonable efforts to arrange furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Bonds for qualification or exemption of the Notes for offer and sale under the securities blue-sky laws of the states of the United States as the Representatives may designate; provided that the Issuer shall not be required to qualify as a foreign limited liability company or “Blue Sky” dealer in securities, to file any consents to service of process under the laws of any state that jurisdiction, or meet any other requirements deemed by the Initial Purchaser shall reasonably request Issuer to be unduly burdensome. (vi) The Issuer or PG&E will, except as herein provided, pay or cause to be paid all expenses and shall pay all reasonable expenses taxes (except transfer taxes) in connection with (i) the preparation and filing by it of the Registration Statement, Pricing Prospectus and Final Prospectus (including any amendments and supplements thereto) and any Issuer Free Writing Prospectuses, (ii) the issuance and delivery of the Bonds as provided in Section 7 hereof (including, without limitation, reasonable fees and disbursements of counselCounsel for the Underwriters and all trustee, rating agency and CPUC advisor fees), (iii) the qualification of the Bonds under blue-sky laws (including counsel fees not to exceed $15,000), (iv) the printing and delivery to the Underwriters of reasonable quantities of the Registration Statement and, except as provided in connection Section 8(a)(iv) hereof, of the Pricing Package and Final Prospectus. If the obligation of the Underwriters to purchase the Bonds terminates in accordance with the qualification provisions of Sections 7 (but excluding terminations arising thereunder out of an Underwriter default), 9, 10 or exemption 12 hereof, the Issuer or PG&E (i) will reimburse the Underwriters for the reasonable fees and disbursements of Counsel for the Underwriters, and (ii) will reimburse the Underwriters for their reasonable out-of-pocket expenses, such out-of-pocket expenses in connection with the determination an aggregate amount not exceeding $200,000, incurred in contemplation of the eligibility performance of this Underwriting Agreement. The Issuer shall not in any event be liable to any of the Notes several Underwriters for investment under damages on account of loss of anticipated profits. (vii) During the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days after period from the date of this AgreementUnderwriting Agreement to the date that is five days after the Closing Date, the Issuer will not, without the prior written 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 (other than the Bonds). (viii) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 9(t) of this Underwriting Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Issuer on or after the Closing Date, the Issuer shall furnish such documents and take such other actions. (ix) For a period from the date of this Underwriting Agreement until the retirement of the Bonds or until such time as the Underwriters shall cease to maintain a secondary market in the Bonds, whichever occurs first, the Issuer shall file with the Commission, and to the extent permitted by and consistent with the Issuer’s obligations under applicable law, make available on the website associated with the Issuer’s parent, such periodic reports, if any, as are required (without regard to the number of holders of Bonds to the extent permitted by and consistent with the Issuer’s obligations under applicable law) from time to time under Section 13 or Section 15(d) of the Exchange Act; provided that the Issuer will shall not be required to (i) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits (other than those suits arising out voluntarily suspend or terminate its filing obligations with the Commission unless permitted under applicable law and the terms of the offering Basic Documents. The Issuer shall also, to the extent permitted by and consistent with the Issuer’s obligations under applicable law, include in the periodic and other reports to be filed with the Commission as provided above or sale posted on the website associated with the Issuer’s parent, such information as required by Section 3.07(g) of the NotesIndenture with respect to the Bonds. To the extent that the Issuer’s obligations are terminated or limited by an amendment to Section 3.07(g) in any jurisdiction where it is not now so subject of the Indenture, or (iii) subject it to taxation in excess of a nominal dollar amount in any otherwise, such jurisdiction where it is not now so subjectobligations shall be correspondingly terminated or limited hereunder. (cx) The Issuer shalland PG&E will not file any amendment to the Registration Statement or amendment or supplement to the Final Prospectus or amendment or supplement to the Pricing Package during the period when a prospectus relating to the Bonds is required to be delivered under the Securities Act, without charge, provide prior notice to the Initial Purchaser Underwriters, or to which Norton Xxxx Xxxxxxxxx US LLP, who are acting as many copies counsel for the Underwriters (“Counsel for the Underwriters”), shall reasonably object by written notice to PG&E and the Issuer. (xi) So long as any of the Preliminary Offering Memorandum Bonds are outstanding, the Issuer will furnish to the Representatives, if and to the Offering Memorandum extent not posted on XXXXX or the Issuer or its affiliate’s website, (A) as soon as available, a copy of each report of the Issuer filed with the Commission under the Exchange Act or mailed to the Bondholders (to the extent such reports are not publicly available on the Commission’s website), (B) upon request, a copy of any filings with the CPUC pursuant to the Financing Order including, but not limited to, any issuance advice letter or any routine or non-routine True-Up Adjustment filings, and (C) from time to time, any amendment thereof or supplement thereto information concerning the Issuer as the Initial Purchaser Representatives may reasonably request. (dxii) The So long as the Bonds are rated by any Rating Agency, the Issuer (or any of its “affiliates” as defined in Regulation D under the Act), directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that is integrated will comply with the sale 17g-5 Representations, other than (x) any noncompliance of the Notes hereunder in a manner 17g-5 Representations that would cause not have a material adverse effect on the exemption afforded by Section 4(2) rating of the Act Bonds or the safe harbor of Regulation S thereunder to cease to be applicable to Bonds or (y) any noncompliance arising from the offer and sale breach by an Underwriter of the Notes hereunderrepresentations and warranties and covenants set forth in Section 13 hereof.

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser several Underwriters that: (ai) The Issuer will upon request promptly deliver to the Representatives and Counsel to the Underwriters a conformed copy of the Registration Statement, certified by an officer of the Issuer to be in the form as originally filed and all amendments thereto. (ii) The Issuer will deliver to the Underwriters, as soon as practicable after the date hereof, as many copies of the Pricing Prospectus and Final Prospectus as they may reasonably request. (iii) The Issuer will cause or has caused the Final Prospectus to be filed with the Commission pursuant to Rule 424 under the Securities Act as soon as practicable and will advise the Underwriters of any stop order suspending the effectiveness of the Registration Statement or preventing the use of the Registration Statement or the institution of any proceeding therefor of which Issuer shall have received notice. The Issuer will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. The Issuer has complied and will comply with Rule 433 and Rule 163B under the Securities Act in connection with the offering of the Bonds. (iv) If, during such period of time (not exceeding nine months) after the Final Prospectus has been filed with the Commission pursuant to Rule 424 under the Securities Act as in the opinion of Counsel for the Underwriters (as defined below) a prospectus covering the Bonds is required by law to be delivered in connection with sales by an Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), any event relating to or affecting the Issuer, the Bonds or the Storm Recovery Property or of which the Issuer shall be advised in writing by the Representatives shall occur that in the Issuer’s reasonable judgment after consultation with Counsel for the Underwriters (as defined below) should be set forth in a supplement to, or an amendment of the Pricing Package or the Final Prospectus in order to make the Pricing Package or the Final Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Issuer will, at its expense, amend or supplement the Offering Memorandum Pricing Package or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof Final Prospectus by either (A) preparing and been furnished a copy thereof prior furnishing to the proposed Underwriters at the Issuer’s expense a reasonable number of copies of a supplement or supplements or an amendment or supplement and shall not have reasonably objected in writing within five amendments to the Pricing Package or the Final Prospectus or (5B) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all making an appropriate filing pursuant to Section 13 or Section 15 of the Notes and (ii) 90 days after Exchange Act, which will supplement or amend the date of this Agreement, any event occurs as a result of which the Preliminary Offering Memorandum Pricing Package or the Offering Memorandum Final Prospectus so that, as then amended supplemented or supplemented would include an amended, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Pricing Package or the Final Prospectus is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under which they were madethe Securities Act), not misleading, or if it is necessary at any ; provided that should such time to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Law, the Issuer shall promptly notify the Initial Purchaser thereof and shall prepare and deliver event relate solely to the Initial Purchaseractivities of any of the Underwriters, at then such Underwriters shall assume the expense of preparing and furnishing any such amendment or supplement. The Issuer will also fulfill its obligations set out in Section 3(e) above. The Issuer will advise the Issuer, an amendment of or Underwriters promptly in writing when any supplement to the Preliminary Offering Memorandum or the Offering Memorandum which will correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur any costs in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingPricing Package, the Issuer and Final Prospectus or any amendment to the Manager jointly and severally agree to reimburse the Initial Purchaser for such costs, provided that the untrue statement Final Prospectus has been filed or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined in Section 13 hereof)distributed. (bv) The Issuer will use its reasonable efforts to arrange furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Bonds for qualification or exemption of the Notes for offer and sale under the securities blue-sky laws of the states of the United States as the Representatives may designate; provided that the Issuer shall not be required to qualify as a foreign limited liability company or “Blue Sky” dealer in securities, to file any consents to service of process under the laws of any state that jurisdiction, or meet any other requirements deemed by the Initial Purchaser shall reasonably request Issuer to be unduly burdensome. (vi) The Issuer or SWEPCO will, except as herein provided, pay or cause to be paid all expenses and shall pay all reasonable expenses taxes (except transfer taxes) in connection with (i) the preparation and filing by it of the Registration Statement, Pricing Prospectus and Final Prospectus (including any amendments and supplements thereto) and any Issuer Free Writing Prospectuses, (ii) the issuance and delivery of the Bonds as provided in Section 7 hereof (including, without limitation, reasonable fees and disbursements of counselCounsel for the Underwriters and all trustee, rating agency and Louisiana Commission advisor fees), (iii) the qualification of the Bonds under blue-sky laws (including counsel fees not to exceed $15,000), (iv) the printing and delivery to the Underwriters of reasonable quantities of the Registration Statement and, except as provided in connection Section 8(a)(iv) hereof, of the Pricing Package and Final Prospectus. If the obligation of the Underwriters to purchase the Bonds terminates in accordance with the qualification provisions of Sections 7 (but excluding terminations arising thereunder out of an Underwriter default), 9, 10 or exemption 12 hereof, the Issuer or SWEPCO (i) will reimburse the Underwriters for the reasonable fees and disbursements of Counsel for the Underwriters, and (ii) will reimburse the Underwriters for their reasonable out-of-pocket expenses, such out-of-pocket expenses in connection with the determination an aggregate amount not exceeding $200,000, incurred in contemplation of the eligibility performance of this Underwriting Agreement. The Issuer shall not in any event be liable to any of the Notes several Underwriters for investment under damages on account of loss of anticipated profits. (vii) During the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days after period from the date of this AgreementUnderwriting Agreement to the date that is five days after the Closing Date, the Issuer will not, without the prior written 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 (other than the Bonds). (viii) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 9(t) of this Underwriting Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Issuer on or after the Closing Date, the Issuer shall furnish such documents and take such other actions. (ix) For a period from the date of this Underwriting Agreement until the retirement of the Bonds or until such time as the Underwriters shall cease to maintain a secondary market in the Bonds, whichever occurs first, the Issuer shall file with the Commission, and to the extent permitted by and consistent with the Issuer’s obligations under applicable law, make available on the website associated with the Issuer’s parent, such periodic reports, if any, as are required (without regard to the number of holders of Bonds to the extent permitted by and consistent with the Issuer’s obligations under applicable law) from time to time under Section 13 or Section 15(d) of the Exchange Act; provided that the Issuer will shall not be required to (i) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits (other than those suits arising out voluntarily suspend or terminate its filing obligations with the Commission unless permitted under applicable law and the terms of the offering Basic Documents. The Issuer shall also, to the extent permitted by and consistent with the Issuer’s obligations under applicable law, include in the periodic and other reports to be filed with the Commission as provided above or sale posted on the website associated with the Issuer’s parent, such information as required by Section 3.07(g) of the NotesIndenture with respect to the Bonds. To the extent that the Issuer’s obligations are terminated or limited by an amendment to Section 3.07(g) in any jurisdiction where it is not now so subject of the Indenture, or (iii) subject it to taxation in excess of a nominal dollar amount in any otherwise, such jurisdiction where it is not now so subjectobligations shall be correspondingly terminated or limited hereunder. (cx) The Issuer shalland SWEPCO will not file any amendment to the Registration Statement or amendment or supplement to the Final Prospectus or amendment or supplement to the Pricing Package during the period when a prospectus relating to the Bonds is required to be delivered under the Securities Act, without charge, provide prior notice to the Initial Purchaser Underwriters, or to which Xxxxxx Xxxxxxx Xxxxx LLP, who are acting as many copies counsel for the Underwriters (“Counsel for the Underwriters”), shall reasonably object by written notice to SWEPCO and the Issuer. (xi) So long as any of the Preliminary Offering Memorandum Bonds are outstanding, the Issuer will furnish to the Representatives, if and to the Offering Memorandum extent not posted on XXXXX or the Issuer or its affiliate’s website, (A) as soon as available, a copy of each report of the Issuer filed with the Commission under the Exchange Act or mailed to the Bondholders (to the extent such reports are not publicly available on the Commission’s website), (B) upon request, a copy of any filings with the Louisiana Commission pursuant to the Financing Order including, but not limited to, any issuance advice letter or any routine or non-routine True-Up Adjustment filings, and (C) from time to time, any amendment thereof or supplement thereto information concerning the Issuer as the Initial Purchaser Representatives may reasonably request. (dxii) The So long as the Bonds are rated by any Rating Agency, the Issuer (or any of its “affiliates” as defined in Regulation D under the Act), directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that is integrated will comply with the sale 17g-5 Representations, other than (x) any noncompliance of the Notes hereunder in a manner 17g-5 Representations that would cause not have a material adverse effect on the exemption afforded by Section 4(2) rating of the Act Bonds or the safe harbor of Regulation S thereunder to cease to be applicable to Bonds or (y) any noncompliance arising from the offer and sale breach by an Underwriter of the Notes hereunderrepresentations and warranties and covenants set forth in Section 13 hereof.

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser several Underwriters that: (ai) The Issuer will upon request promptly deliver to the Representatives and Counsel to the Underwriters a conformed copy of the Registration Statement, certified by an officer of the Issuer to be in the form as originally filed and all amendments thereto. (ii) The Issuer will deliver to the Underwriters, as soon as practicable after the date hereof, as many copies of the Pricing Prospectus and Final Prospectus as they may reasonably request. (iii) The Issuer will cause or has caused the Final Prospectus to be filed with the Commission pursuant to Rule 424 under the Securities Act as soon as practicable and will advise the Underwriters of any stop order suspending the effectiveness of the Registration Statement or preventing the use of the Registration Statement, or the institution of any proceeding therefor of which the Issuer shall have received notice. The Issuer will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. The Issuer has complied and will comply with Rule 433 and Rule 163B under the Securities Act in connection with the offering of the Bonds. (iv) If, during such period of time (not exceeding nine months) after the Final Prospectus has been filed with the Commission pursuant to Rule 424 under the Securities Act as in the opinion of Counsel for the Underwriters a prospectus covering the Bonds is required by law to be delivered in connection with sales by an Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), any event relating to or affecting the Issuer, the Bonds or the Securitization Property or of which the Issuer shall be advised in writing by the Representatives shall occur that in the Issuer’s reasonable judgment after consultation with Counsel for the Underwriters (as defined below) should be set forth in a supplement to, or an amendment of the Pricing Package or the Final Prospectus in order to make the Pricing Package or the Final Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Issuer will, at its expense, amend or supplement the Offering Memorandum Pricing Package or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof Final Prospectus by either (A) preparing and been furnished a copy thereof prior furnishing to the proposed Underwriters at the Issuer’s expense a reasonable number of copies of a supplement or supplements or an amendment or supplement and shall not have reasonably objected in writing within five amendments to the Pricing Package or the Final Prospectus or (5B) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all making an appropriate filing pursuant to Section 13 or Section 15 of the Notes and (ii) 90 days after Exchange Act, which will supplement or amend the date of this Agreement, any event occurs as a result of which the Preliminary Offering Memorandum Pricing Package or the Offering Memorandum Final Prospectus so that, as then amended supplemented or supplemented would include an amended, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Pricing Package or the Final Prospectus is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under which they were madethe Securities Act), not misleading, or if it is necessary at any ; provided that should such time to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Law, the Issuer shall promptly notify the Initial Purchaser thereof and shall prepare and deliver event relate solely to the Initial Purchaseractivities of any of the Underwriters, at then such Underwriters shall assume the expense of preparing and furnishing any such amendment or supplement. The Issuer will also fulfill its obligations set out in Section 3(e) above. The Issuer will advise the Issuer, an amendment of or Underwriters promptly in writing when any supplement to the Preliminary Offering Memorandum or the Offering Memorandum which will correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur any costs in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingPricing Package, the Issuer and Final Prospectus or any amendment to the Manager jointly and severally agree to reimburse the Initial Purchaser for such costs, provided that the untrue statement Final Prospectus has been filed or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined in Section 13 hereof)distributed. (bv) The Issuer will use its reasonable efforts to arrange furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Bonds for qualification or exemption of the Notes for offer and sale under the securities blue-sky laws of the states of the United States as the Representatives may designate; provided that the Issuer shall not be required to qualify as a foreign limited liability company or “Blue Sky” dealer in securities, to file any consents to service of process under the laws of any state that jurisdiction, or meet any other requirements deemed by the Initial Purchaser shall reasonably request Issuer to be unduly burdensome. (vi) The Issuer will, except as herein provided, pay or cause to be paid all expenses and shall pay all reasonable expenses taxes (except transfer taxes) in connection with (i) the preparation and filing by it of the Registration Statement, Pricing Prospectus and Final Prospectus (including any amendments and supplements thereto) and any Issuer Free Writing Prospectuses, (ii) the issuance and delivery of the Bonds as provided in Section 7 hereof (including, without limitation, certain reasonable fees and disbursements of counselCounsel for the Underwriters and all trustee, rating agency and Indiana Commission advisor fees), (iii) the qualification of the Bonds under blue-sky laws (including counsel fees not to exceed $15,000), and (iv) the printing and delivery to the Underwriters of reasonable quantities of the Registration Statement and, except as provided in connection Section 8(a)(iv) hereof, of the Pricing Package and Final Prospectus. If the obligation of the Underwriters to purchase the Bonds terminates in accordance with the qualification provisions of Sections 7 (but excluding terminations arising thereunder out of an Underwriter default), 9, 10 or exemption 12 hereof, the Issuer (i) will reimburse the Underwriters for the reasonable fees and disbursements of Counsel for the Underwriters, and (ii) will reimburse the Underwriters for their reasonable out-of-pocket expenses, such out-of-pocket expenses in connection with the determination an aggregate amount not exceeding $200,000, incurred in contemplation of the eligibility performance of this Underwriting Agreement. The Issuer shall not in any event be liable to any of the Notes several Underwriters for investment under damages on account of loss of anticipated profits. (vii) During the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days after period from the date of this AgreementUnderwriting Agreement to the date that is five days after the Closing Date, the Issuer will not, without the prior written 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 (other than the Bonds). (viii) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 9(w) of this Underwriting Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Issuer on or after the Closing Date, the Issuer shall furnish such documents and take such other actions. (ix) For a period from the date of this Underwriting Agreement until the retirement of the Bonds or until such time as the Underwriters shall cease to maintain a secondary market in the Bonds, whichever occurs first, the Issuer shall file with the Commission, and to the extent permitted by and consistent with the Issuer’s obligations under applicable law, make available on the website associated with the Issuer’s parent, such periodic reports, if any, as are required (without regard to the number of holders of Bonds to the extent permitted by and consistent with the Issuer’s obligations under applicable law) from time to time under Section 13 or Section 15(d) of the Exchange Act; provided that the Issuer will shall not be required to (i) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits (other than those suits arising out voluntarily suspend or terminate its filing obligations with the Commission unless permitted under applicable law and the terms of the offering Issuer Documents. The Issuer shall also, to the extent permitted by and consistent with the Issuer’s obligations under applicable law, include in the periodic and other reports to be filed with the Commission as provided above or sale posted on the website associated with the Issuer’s parent, such information as required by Section 3.07(g) of the NotesIndenture with respect to the Bonds. To the extent that the Issuer’s obligations are terminated or limited by an amendment to Section 3.07(g) in any jurisdiction where it is not now so subject of the Indenture, or (iii) subject it to taxation in excess of a nominal dollar amount in any otherwise, such jurisdiction where it is not now so subjectobligations shall be correspondingly terminated or limited hereunder. (cx) The Issuer shalland SIGECO will not file any amendment to the Registration Statement or amendment or supplement to the Final Prospectus or amendment or supplement to the Pricing Package during the period when a prospectus relating to the Bonds is required to be delivered under the Securities Act, without charge, provide prior notice to the Initial Purchaser Underwriters, or to which Xxxxxx Xxxxxxx Xxxxx LLP, who are acting as many copies counsel for the Underwriters (“Counsel for the Underwriters”), shall reasonably object by written notice to SIGECO and the Issuer. (xi) So long as any of the Preliminary Offering Memorandum Bonds are outstanding, the Issuer will furnish to the Representatives, if and to the Offering Memorandum extent not posted on XXXXX or the Issuer or its affiliate’s website, (A) as soon as available, a copy of each report of the Issuer filed with the Commission under the Exchange Act or mailed to the Bondholders (to the extent such reports are not publicly available on the Commission’s website), (B) upon request, a copy of any filings with the Indiana Commission pursuant to the Financing Order including, but not limited to, any issuance advice letter or any semi-annual, interim or quarterly True-Up Adjustment filings, and (C) from time to time, any amendment thereof or supplement thereto information concerning the Issuer as the Initial Purchaser Representatives may reasonably request. (dxii) The So long as the Bonds are rated by any Rating Agency, the Issuer (or any of its “affiliates” as defined in Regulation D under the Act), directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that is integrated will comply with the sale 17g-5 Representations, other than (x) any noncompliance of the Notes hereunder in a manner 17g-5 Representations that would cause not have a material adverse effect on the exemption afforded by Section 4(2) rating of the Act Bonds or the safe harbor of Regulation S thereunder to cease to be applicable to Bonds or (y) any noncompliance arising from the offer and sale breach by an Underwriter of the Notes hereunderrepresentations and warranties and covenants set forth in Section 13 hereof.

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser several Underwriters that: (ai) The Issuer will upon request promptly deliver to the Representatives and Counsel for the Underwriters a copy of the Registration Statement, certified by an officer or manager of the Issuer to be in the form as originally filed, including all Incorporated Documents and exhibits and all amendments thereto. (ii) The Issuer will deliver to the Underwriters, as soon as practicable after the date hereof, as many copies of the Pricing Prospectus and Final Prospectus as they may reasonably request. (iii) The Issuer will cause or has caused the Final Prospectus to be filed with the Commission pursuant to Rule 424 under the Securities Act as soon as practicable and will advise the Underwriters of any stop order issued by the Commission suspending the effectiveness of the Registration Statement or the institution of any proceeding therefor of which Issuer shall have received notice. The Issuer will use every reasonable effort to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof by the Commission. The Issuer has complied and will comply with Rule 433 under the Securities Act in connection with the offering of the Bonds. (iv) If, during such period of time (not exceeding nine months) after the Final Prospectus has been filed with the Commission pursuant to Rule 424 under the Securities Act as in the opinion of Counsel for the Underwriters a prospectus covering the Bonds is required by law to be delivered in connection with sales by an Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), any event relating to or affecting the Issuer, the Bonds or the Securitization Property or of which the Issuer shall be advised in writing by the Representatives shall occur that should be set forth in a supplement to, or an amendment of the Pricing Package or the Final Prospectus in order to make the Pricing Package or the Final Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Issuer will, at its expense, amend or supplement the Offering Memorandum Pricing Package or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof Final Prospectus, as applicable, by either (A) preparing and been furnished a copy thereof prior furnishing to the proposed Underwriters at the Issuer’s expense a reasonable number of copies of a supplement or supplements or an amendment or supplement and shall not have reasonably objected in writing within five amendments to the Pricing Package or the Final Prospectus or (5B) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all making an appropriate filing pursuant to Section 13 or Section 15 of the Notes and (ii) 90 days after Exchange Act, which will supplement or amend the date of this Agreement, any event occurs as a result of which the Preliminary Offering Memorandum Pricing Package or the Offering Memorandum Final Prospectus so that, as then amended supplemented or supplemented would include an amended, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Pricing Package or the Final Prospectus is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under which they were madethe Securities Act), not misleading; provided that should such event relate solely to the activities of any of the Underwriters, then such Underwriters shall assume the expense of preparing and furnishing any such amendment or supplement; provided, further, that counsel for the Underwriters shall not have objected to such amendment or supplement pursuant to Section 8(a)(x) or Section 8(b)(x). The Issuer will also fulfill its obligations set out in Section 3(e) above. (v) The Issuer will furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Bonds for offer and sale under the blue-sky laws of the states of the United States as the Representatives may designate; provided that the Issuer shall not be required to qualify as a foreign limited liability company or dealer in securities, to file any consents to service of process under the laws of any jurisdiction, or meet any other requirements deemed by the Issuer to be unduly burdensome. (vi) The Issuer will, except as herein provided, pay or cause to be paid all reasonable expenses and taxes (except transfer taxes) in connection with (i) the preparation and filing by it of the Registration Statement, Pricing Prospectus and Final Prospectus (including any amendments and supplements thereto) and any Issuer Free Writing Prospectuses, (ii) the issuance and delivery of the Bonds as provided in Section 7 hereof (including, without limitation, reasonable documented fees and out-of-pocket disbursements of Counsel for the Underwriters and all trustee, rating agency and MPSC advisor fees), (iii) the qualification of the Bonds under blue-sky laws (including counsel fees not to exceed $5,000), (iv) the printing and delivery to the Underwriters of reasonable quantities of the Registration Statement and, except as provided in Section 8(a)(iv) hereof, of the Pricing Package and Final Prospectus. If the obligation of the Underwriters to purchase the Bonds terminates in accordance with the provisions of Sections 9, 10 or 12 hereof, the Issuer (i) will reimburse (or cause to be reimbursed) the Underwriters for the reasonable documented fees and out-of-pocket disbursements of Counsel for the Underwriters, and (ii) will reimburse or cause to be reimbursed the Underwriters for their reasonable documented out-of-pocket expenses (other than fees of counsel covered in clause (i) above), such out-of pocket expenses in an aggregate amount not exceeding $200,000, incurred in contemplation of the performance of this Underwriting Agreement. The Issuer shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits. (vii) During the period from the date of this Underwriting Agreement to the date that is five days after the Closing Date, the Issuer will not, without the prior written 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 (other than the Bonds). (viii) To the extent, if it any, that any rating necessary to satisfy the condition set forth in Section 9(s) of this Underwriting Agreement is necessary at any such time to amend or supplement conditioned upon the Preliminary Offering Memorandum furnishing of documents or the Offering Memorandum to comply with any Applicable Lawtaking of other actions by the Issuer on or after the Closing Date, the Issuer shall promptly notify the Initial Purchaser thereof furnish such documents and shall prepare and deliver take such other actions to the Initial Purchaser, at extent reasonably requested by any Rating Agency. (ix) For a period from the expense date of this Underwriting Agreement until the retirement of the Bonds or until such time as the Underwriters shall cease to maintain a secondary market in the Bonds, whichever occurs first, the Issuer shall file with the Commission, and to the extent permitted by and consistent with the Issuer’s obligations under applicable law, make available on the website associated with the Issuer’s parent, such periodic reports, if any, as are required from time to time under Section 13 or Section 15(d) of the Exchange Act; provided that the Issuer shall not voluntarily suspend or terminate its filing obligations with the Commission unless permitted under applicable law and not prohibited by the terms of the Issuer Documents. The Issuer shall also, to the extent permitted by and consistent with the Issuer’s obligations under applicable law, include in any periodic and other reports to be filed with the Commission as provided above or posted on the website associated with the Issuer’s parent, such information as required by Section 3.07(g) of the Indenture with respect to the Bonds. To the extent that the Issuer’s obligations are terminated or limited by an amendment to Section 3.07(g) of the Indenture, or otherwise, such obligations shall be correspondingly terminated or limited hereunder. (x) The Issuer will not file any amendment to the Registration Statement or amendment or supplement to the Preliminary Offering Memorandum Final Prospectus or amendment or supplement to the Offering Memorandum Pricing Package during the period when a prospectus relating to the Bonds is required to be delivered under the Securities Act, without prior notice to the Underwriters or to which will correct such statement or omission or effect such compliance. In Xxxxxx & Xxxxxxxx LLP, who are acting as counsel for the event that Underwriters (“Counsel for the Initial Purchaser Underwriters”), shall incur reasonably object by written notice to the Issuer within two business days of notification thereof. (xi) So long as any costs in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingBonds are outstanding, the Issuer will furnish to the Representatives, if and to the Manager jointly and severally agree to reimburse extent not posted on the Initial Purchaser for such costsIssuer or its affiliate’s website, provided that the untrue statement or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (A) as defined in Section 13 hereof). (b) The Issuer will use its reasonable efforts to arrange for qualification or exemption soon as available, a copy of each report of the Notes for sale Issuer filed with the Commission under the securities Exchange Act or “Blue Sky” laws mailed to the bondholders (in each case to the extent such reports are not publicly available on the Commission’s website), (B) upon request, a copy of any state that the Initial Purchaser shall reasonably request and shall pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection filings with the qualification MPSC pursuant to the Financing Order including, but not limited to any annual, semi-annual or exemption and in connection with the determination of the eligibility of the Notes for investment under the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes more frequent true-up adjustment filings, and (yC) 90 days after the date of this Agreementfrom time to time, provided that the Issuer will not be required to (i) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits information (other than those suits arising out of confidential or proprietary information) concerning the offering or sale of the Notes) in any jurisdiction where it is not now so subject or (iii) subject it to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not now so subject. (c) The Issuer shall, without charge, provide to the Initial Purchaser as many copies of the Preliminary Offering Memorandum and the Offering Memorandum and any amendment thereof or supplement thereto as the Initial Purchaser Representatives may reasonably request. (dxii) The So long as the Bonds are rated by any Rating Agency, the Issuer (or any of its “affiliates” as defined in Regulation D under the Act), directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that is integrated will comply with the sale 17g-5 Representations, other than (x) any noncompliance of the Notes hereunder in a manner 17g-5 Representations that would cause not have a material adverse effect on the exemption afforded by Section 4(2) rating of the Act Bonds or the safe harbor of Regulation S thereunder to cease to be applicable to Bonds or (y) any noncompliance arising from the offer and sale breach by an Underwriter of the Notes hereunderrepresentations and warranties and covenants set forth in Section 13 hereof.

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser several Underwriters that: (ai) The Issuer will upon request promptly deliver to the Representatives and Counsel to the Underwriters a conformed copy of the Registration Statement, certified by an officer of the Issuer to be in the form as originally filed and all amendments thereto. (ii) The Issuer will deliver to the Underwriters, as soon as practicable after the date hereof, as many copies of the Pricing Prospectus and Final Prospectus as they may reasonably request. (iii) The Issuer will cause or has caused the Final Prospectus to be filed with the Commission pursuant to Rule 424 under the Securities Act as soon as practicable and will advise the Underwriters of any stop order suspending the effectiveness of the Registration Statement or the institution of any proceeding therefor of which Issuer shall have received notice. The Issuer will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. The Issuer has complied and will comply with Rule 433 under the Securities Act in connection with the offering of the Bonds. (iv) If, during such period of time (not exceeding nine months) after the Final Prospectus has been filed with the Commission pursuant to Rule 424 under the Securities Act as in the opinion of Counsel for the Underwriters a prospectus covering the Bonds is required by law to be delivered in connection with sales by an Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), any event relating to or affecting the Issuer, the Bonds or the Recovery Property or of which the Issuer shall be advised in writing by the Representatives shall occur that in the Issuer’s reasonable judgment after consultation with Counsel for the Underwriters (as defined below) should be set forth in a supplement to, or an amendment of the Pricing Package or the Final Prospectus in order to make the Pricing Package or the Final Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Issuer will, at its expense, amend or supplement the Offering Memorandum Pricing Package or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof Final Prospectus by either (A) preparing and been furnished a copy thereof prior furnishing to the proposed Underwriters at the Issuer’s expense a reasonable number of copies of a supplement or supplements or an amendment or supplement and shall not have reasonably objected in writing within five amendments to the Pricing Package or the Final Prospectus or (5B) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all making an appropriate filing pursuant to Section 13 or Section 15 of the Notes and (ii) 90 days after Exchange Act, which will supplement or amend the date of this Agreement, any event occurs as a result of which the Preliminary Offering Memorandum Pricing Package or the Offering Memorandum Final Prospectus so that, as then amended supplemented or supplemented would include an amended, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Pricing Package or the Final Prospectus is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under which they were madethe Securities Act), not misleading, or if it is necessary at any ; provided that should such time to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Law, the Issuer shall promptly notify the Initial Purchaser thereof and shall prepare and deliver event relate solely to the Initial Purchaseractivities of any of the Underwriters, at then such Underwriters shall assume the expense of the Issuer, an preparing and furnishing any such amendment of or supplement to the Preliminary Offering Memorandum or the Offering Memorandum which supplement. The Issuer will correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur any costs in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer and the Manager jointly and severally agree to reimburse the Initial Purchaser for such costs, provided that the untrue statement or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined also fulfill its obligations set out in Section 13 hereof)3(d) above. (bv) The Issuer will use its reasonable efforts to arrange furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Bonds for qualification or exemption of the Notes for offer and sale under the securities blue-sky laws of the states of the United States as the Representatives may designate; provided that the Issuer shall not be required to qualify as a foreign limited liability company or “Blue Sky” dealer in securities, to file any consents to service of process under the laws of any state that jurisdiction, or meet any other requirements deemed by the Initial Purchaser shall reasonably request Issuer to be unduly burdensome. (vi) The Issuer or SCE will, except as herein provided, pay or cause to be paid all expenses and shall pay all reasonable expenses taxes (except transfer taxes) in connection with (i) the preparation and filing by it of the Registration Statement, Pricing Prospectus and Final Prospectus (including any amendments and supplements thereto) and any Issuer Free Writing Prospectuses, (ii) the issuance and delivery of the Bonds as provided in Section 7 hereof (including, without limitation, reasonable fees and disbursements of counselCounsel for the Underwriters and all trustee, rating agency and CPUC advisor fees), (iii) the qualification of the Bonds under blue-sky laws (including counsel fees not to exceed $15,000), (iv) the printing and delivery to the Underwriters of reasonable quantities of the Registration Statement and, except as provided in connection Section 8(a)(iv) hereof, of the Pricing Package and Final Prospectus. If the obligation of the Underwriters to purchase the Bonds terminates in accordance with the qualification provisions of Sections 7 (but excluding terminations arising thereunder out of an Underwriter default), 9, 10 or exemption 12 hereof, the Issuer or SCE (i) will reimburse the Underwriters for the reasonable fees and disbursements of Counsel for the Underwriters, and (ii) will reimburse the Underwriters for their reasonable out-of-pocket expenses, such out-of-pocket expenses in connection with the determination an aggregate amount not exceeding $200,000, incurred in contemplation of the eligibility performance of this Underwriting Agreement. The Issuer shall not in any event be liable to any of the Notes several Underwriters for investment under damages on account of loss of anticipated profits. (vii) During the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days after period from the date of this AgreementUnderwriting Agreement to the date that is five days after the Closing Date, the Issuer will not, without the prior written 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 (other than the Bonds). (viii) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 9(s) of this Underwriting Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Issuer on or after the Closing Date, the Issuer shall furnish such documents and take such other actions. (ix) For a period from the date of this Underwriting Agreement until the retirement of the Bonds or until such time as the Underwriters shall cease to maintain a secondary market in the Bonds, whichever occurs first, the Issuer shall file with the Commission, and to the extent permitted by and consistent with the Issuer’s obligations under applicable law, make available on the website associated with the Issuer’s parent, such periodic reports, if any, as are required (without regard to the number of holders of Bonds to the extent permitted by and consistent with the Issuer’s obligations under applicable law) from time to time under Section 13 or Section 15(d) of the Exchange Act; provided that the Issuer will shall not be required to (i) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits (other than those suits arising out voluntarily suspend or terminate its filing obligations with the Commission unless permitted under applicable law and the terms of the offering Basic Documents. The Issuer shall also, to the extent permitted by and consistent with the Issuer’s obligations under applicable law, include in the periodic and other reports to be filed with the Commission as provided above or sale posted on the website associated with the Issuer’s parent, such information as required by Section 3.07(g) of the NotesIndenture with respect to the Bonds. To the extent that the Issuer’s obligations are terminated or limited by an amendment to Section 3.07(g) in any jurisdiction where it is not now so subject of the Indenture, or (iii) subject it to taxation in excess of a nominal dollar amount in any otherwise, such jurisdiction where it is not now so subjectobligations shall be correspondingly terminated or limited hereunder. (cx) The Issuer shalland SCE will not file any amendment to the Registration Statement or amendment or supplement to the Final Prospectus or amendment or supplement to the Pricing Package during the period when a prospectus relating to the Bonds is required to be delivered under the Securities Act, without charge, provide prior notice to the Initial Purchaser Underwriters, or to which Xxxxxx Xxxxxxx Xxxxx LLP, who are acting as many copies counsel for the Underwriters (“Counsel for the Underwriters”), shall reasonably object by written notice to SCE and the Issuer. (xi) So long as any of the Preliminary Offering Memorandum Bonds are outstanding, the Issuer will furnish to the Representatives, if and to the Offering Memorandum extent not posted on XXXXX or the Issuer or its affiliate’s website, (A) as soon as available, a copy of each report of the Issuer filed with the Commission under the Exchange Act or mailed to the Bondholders (to the extent such reports are not publicly available on the Commission’s website), (B) upon request, a copy of any filings with the CPUC pursuant to the Financing Order including, but not limited to, any issuance advice letter or any routine or non-routine True-Up Adjustment filings, and (C) from time to time, any amendment thereof or supplement thereto information concerning the Issuer as the Initial Purchaser Representatives may reasonably request. (dxii) The So long as the Bonds are rated by any Rating Agency, the Issuer (or any of its “affiliates” as defined in Regulation D under the Act), directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that is integrated will comply with the sale 17g-5 Representations, other than (x) any noncompliance of the Notes hereunder in a manner 17g-5 Representations that would cause not have a material adverse effect on the exemption afforded by Section 4(2) rating of the Act Bonds or the safe harbor of Regulation S thereunder to cease to be applicable to Bonds or (y) any noncompliance arising from the offer and sale breach by an Underwriter of the Notes hereunderrepresentations and warranties and covenants set forth in Section 13 hereof.

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser several Underwriters that: (ai) The Issuer shall not amend or supplement the Offering Memorandum or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof and been furnished a copy thereof prior will promptly deliver to the proposed amendment or supplement Representatives and shall not have Counsel for the Underwriters a conformed copy of the Registration Statement, certified by an officer of the Issuer to be in the form as originally filed and all amendments thereto, including all consents and exhibits filed therewith. The Issuer will deliver to each of the Underwriters, as soon as practicable after the date hereof, such number of copies of any preliminary prospectus, the Final Prospectus, the Registration Statement, and all amendments of and supplements to such documents, if any, as you may reasonably objected in writing within five (5) Business Days after being furnished a copy thereofrequest. IfPrior to 10:00 A.M., at any time during the period beginning New York City time, on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (ii) 90 days after second business day next succeeding the date of this AgreementAgreement and from time to time thereafter, the Issuer will furnish the Underwriters with copies of the Final Prospectus in New York City in such quantities as you may reasonably request. (ii) (A) If at any time when a Final Prospectus or Pricing Package (or, in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered under the Securities Act, any event occurs shall have occurred as a result of which the Preliminary Offering Memorandum Pricing Package (prior to the availability of the Final Prospectus) or the Offering Memorandum Final Prospectus as then amended or supplemented would would, in the reasonable judgment of the Representatives or the Issuer, include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time of delivery of such Pricing Package or Final Prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under which they were madethe Securities Act), not misleading; (B) if to comply with the Securities Act, the Exchange Act or if the related rules and regulations (including, without limitation, Section 11(a) or 12(a)(2) under the Securities Act and Rule 10b-5 under the Exchange Act) it is shall be necessary at any such time to amend or supplement the Preliminary Offering Memorandum Pricing Package, the Final Prospectus or the Offering Memorandum Registration Statement, or to comply with file any Applicable Lawdocument incorporated by reference in the Registration Statement, the Issuer shall promptly notify Pricing Package or the Initial Purchaser Final Prospectus or in any amendment thereof and shall prepare and deliver to the Initial Purchaser, at the expense of the Issuer, an amendment of or supplement to thereto; or (C) if an event or development has occurred or occurs, the Preliminary Offering Memorandum result of which is that such Issuer Free Writing Prospectus conflicts or the Offering Memorandum which will correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur any costs in connection would conflict with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains information then contained in the Registration Statement or contained any includes or would include an untrue statement of a material fact or, when considered together with the Pricing Package, omits or failed would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madeprevailing at that subsequent time, not misleadingthen, in each case of (A), (B) or (C), the Issuer will notify the Representatives promptly and prepare and file with the Manager jointly and severally agree Commission an appropriate amendment, supplement or document (the use of which has been consented to reimburse by the Initial Purchaser for Representatives) that will correct such costs, provided that the untrue statement or omission in or effect such Preliminary Offering Memorandum did not relate solely compliance, and will use its best efforts to Initial Purchaser Information (have any amendment to the Registration Statement declared effective as defined in Section 13 hereof)soon as possible. (biii) The Issuer shall prepare the Final Prospectus in a form approved by the Representatives and file such Final Prospectus pursuant to, and within the time period specified in, Rule 424(b) and Rule 430A under the Securities Act. The Issuer will not file any amendment to the Registration Statement or amendment or supplement to the Final Prospectus or amendment or supplement to the Pricing Package during the period when a prospectus relating to the Bonds is required to be delivered under the Securities Act, without reasonable prior notice to the Underwriters or to which Pxxx, Weiss, Rifkind, Wxxxxxx & Gxxxxxxx LLP, who are acting as counsel for the Underwriters (“Counsel for the Underwriters”), shall reasonably object by written notice to the Issuer within two business days after notification thereof. The Issuer shall notify the Underwriters promptly (and, if requested by the Representatives, confirm such notice in writing) (i) when the Registration Statement and any amendments thereto become effective, (ii) of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information, (iii) of the Issuer’s intention to file, or prepare any supplement or amendment to, the Registration Statement, any preliminary prospectus, the Final Prospectus or the Pricing Package, (iv) of the delivery to the Commission for filing of any amendment of or supplement to the Registration Statement or the Final Prospectus, including but not limited to Rule 462(b) under the Securities Act, (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto, or suspending the use of any preliminary prospectus, the Final Prospectus or the Pricing Package or, in each case, of the initiation or threatening of any proceedings therefore, (vi) of the receipt of any comments from the Commission, and (vii) of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Bonds for sale in any state or jurisdiction or the initiation or threatening of any proceeding for that purpose. If the Commission shall propose or enter a stop order at any time, the Issuer will use its reasonable best efforts to arrange prevent the issuance of any such stop order and, if issued, to obtain the lifting of such order as soon as possible. (iv) The Issuer will furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Bonds for qualification or exemption of the Notes for offer and sale under the securities or “Blue Sky” blue-sky laws of any state the states of the United States as the Representatives may designate; provided that the Initial Purchaser Issuer shall reasonably request and shall pay all reasonable expenses (including reasonable fees and disbursements not be required to qualify as a foreign limited liability company or dealer in securities, to file any consents to service of counsel) in connection with the qualification or exemption and in connection with the determination of the eligibility of the Notes for investment process under the laws of any jurisdiction, or meet any other requirements deemed by the jurisdictions that Issuer to be unduly burdensome. (v) The Issuer will, except as herein provided, pay or cause to be paid all expenses in connection with (i) the Initial Purchaser may reasonably designate preparation and will continue such qualifications filing by it of the Registration Statement, the Pricing Package and Final Prospectus (including any amendments and supplements thereto) and any Issuer Free Writing Prospectuses, (ii) the issuance and delivery of the Bonds as provided in Section 6 hereof (including, without limitation, reasonable documented fees and out-of-pocket disbursements of Counsel for the Underwriters and all trustee, rating agency and NCUC advisor fees), (iii) the qualification of the Bonds under blue-sky laws (including counsel fees not to exceed $5,000), (iv) the printing and delivery to the Underwriters of reasonable quantities of the Registration Statement and, except as provided in Section 8(a)(iv) hereof, of the Pricing Package and Final Prospectus. If the obligation of the Underwriters to purchase the Bonds terminates in accordance with the provisions of Sections 9 or exemptions in effect in such jurisdictions until 10 hereof, the earlier of Issuer (x) will reimburse (or cause to be reimbursed) the date on which Initial Purchaser shall have completed Underwriters for the initial resale reasonable documented fees and out-of-pocket disbursements of all of Counsel for the Notes Underwriters, and (y) 90 days will reimburse or cause to be reimbursed the Underwriters for their reasonable documented out-of-pocket expenses (other than fees of counsel covered in clause (x) above), such out-of-pocket expenses in an aggregate amount not exceeding $200,000 incurred in contemplation of the performance of this Agreement. The Issuer shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits. (vi) The Issuer shall use all commercially reasonable efforts to cause the conditions precedent set forth in Section 9 hereof to be fulfilled at or prior to the Closing Date. (vii) For a period commencing on the date hereof and ending on the 15th day after the date of the Final Prospectus, the Issuer agrees not to, directly or indirectly, (i) offer for sale, sell, or otherwise dispose of (or enter into any transaction or device that is designed to, or would be expected to, result in the disposition by any person at any time in the future of) any storm recovery bonds of the Issuer thereof substantially similar to the Bonds (“Similar Debt Securities”) or securities convertible into or exchangeable for Similar Debt Securities, sell or grant options, rights or warrants with respect to Similar Debt Securities or securities convertible into or exchangeable for Similar Debt Securities, (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Similar Debt Securities whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Similar Debt Securities or other securities, in cash or otherwise, (iii) file or cause to be filed a registration statement, including any amendments, with respect to the registration of Similar Debt Securities or securities convertible, exercisable or exchangeable into Similar Debt Securities or (iv) publicly announce an offering of any Similar Debt Securities or securities convertible or exchangeable into Similar Debt Securities, in each case without the prior written consent the Representatives. (viii) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 9(n) hereof is conditioned upon the furnishing of documents or the taking of other actions by the Issuer on or after the Closing Date, the Issuer shall furnish such documents and take such other actions to the extent reasonably requested by any Rating Agency. (ix) For a period from the date of this Agreement until the retirement of the Bonds or until such time as the Underwriters shall cease to maintain a secondary market in the Bonds, whichever occurs first, the Issuer shall file with the Commission, and to the extent permitted by and consistent with the Issuer’s obligations under applicable law, make available on the website associated with the Issuer’s parent, such periodic reports, if any, as are required from time to time under Section 13 or Section 15(d) of the Exchange Act; provided that the Issuer shall not voluntarily suspend or terminate its filing obligations with the Commission unless permitted under applicable law and the terms of the Issuer Documents. The Issuer shall also, to the extent permitted by and consistent with the Issuer’s obligations under applicable law, include in any periodic and other reports to be filed with the Commission as provided above or posted on the website associated with the Issuer’s parent, such information as required by Section 3.07(g) of the Indenture with respect to the Bonds. To the extent that the Issuer’s obligations are terminated or limited by an amendment to Section 3.07(g) of the Indenture, or otherwise, such obligations shall be correspondingly terminated or limited hereunder. (x) So long as any of the Bonds are outstanding, the Issuer will furnish to the Representatives, if and to the extent not posted on the Issuer or its affiliate’s website, (A) as soon as available, a copy of each report of the Issuer filed with the Commission under the Exchange Act or mailed to the bondholders (in each case to the extent such reports are not publicly available on the Commission’s website), (B) upon request, a copy of any filings with the NCUC pursuant to the Financing Order including, but not limited to any issuance advice letter or any annual, semi-annual or more frequent true-up adjustment filings, and (C) from time to time, any information (other than confidential or proprietary information) concerning the Issuer as the Representatives may reasonably request. (xi) So long as the Bonds are rated by any Rating Agency, the Issuer will comply with the 17g-5 Representations, other than (x) any noncompliance of the 17g-5 Representations that would not have a material adverse effect on the rating of the Bonds or the Bonds or (y) any noncompliance arising from the breach by an Underwriter of the representations and warranties and covenants set forth in Section 15 hereof. (xii) If the Issuer elects to rely upon Rule 462(b) of the Securities Act, the Issuer shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462 by 10:00 p.m. (New York City time), on the date of this Agreement, provided that and the Issuer shall at the time of filing either pay to the Commission the filing fee for the Rule 462 Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Securities Act. (xiii) The Issuer will not take, directly or indirectly, any action designed to or that could reasonably be required expected to (i) qualify to do business cause or result in any jurisdiction it is stabilization or manipulation of the price of the Bonds and will not now so qualified, (ii) take any action that would subject it to service of process prohibited by Regulation M under the Exchange Act in suits (other than those suits arising out connection with the distribution of the offering or sale of the Notes) in any jurisdiction where it is not now so subject or (iii) subject it to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not now so subjectBonds contemplated hereby. (c) The Issuer shall, without charge, provide to the Initial Purchaser as many copies of the Preliminary Offering Memorandum and the Offering Memorandum and any amendment thereof or supplement thereto as the Initial Purchaser may reasonably request. (d) The Issuer (or any of its “affiliates” as defined in Regulation D under the Act), directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that is integrated with the sale of the Notes hereunder in a manner that would cause the exemption afforded by Section 4(2) of the Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Notes hereunder.

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser several Underwriters that: (ai) The Issuer will upon request promptly deliver to the Representatives and Counsel to the Underwriters a signed copy of the Registration Statement as originally filed or, to the extent a signed copy is not available, a conformed copy, certified by an officer of the Issuer to be in the form as originally filed, including all Incorporated Documents and exhibits and all amendments thereto. (ii) The Issuer will deliver to the Underwriters, as soon as practicable after the date hereof, as many copies of the Pricing Prospectus and Final Prospectus as they may reasonably request. (iii) The Issuer will cause or has caused the Final Prospectus to be filed with the Commission pursuant to Rule 424 as soon as practicable and advise the Underwriters of any stop order suspending the effectiveness of the Registration Statement or the institution of any proceeding therefor of which Issuer shall have received notice. The Issuer will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. The Issuer has complied and will comply with Rule 433 under the Securities Act in connection with the offering of the Bonds. (iv) If, during such period of time (not exceeding nine months) after the Final Prospectus has been filed with the Commission pursuant to Rule 424 as in the opinion of Counsel for the Underwriters a prospectus covering the Bonds is required by law to be delivered in connection with sales by an Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), any event relating to or affecting the Issuer, the Bonds or the System Restoration Property or of which the Issuer shall be advised in writing by the Representatives shall occur that in the Issuer’s reasonable judgment after consultation with Counsel for the Underwriters (as defined below) should be set forth in a supplement to, or an amendment of, the Pricing Prospectus, the Pricing Term Sheet and each other Issuer Free Writing Prospectus, considered together (the “Pricing Package”) or the Final Prospectus in order to make the Pricing Package or the Final Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Issuer will, at its expense, amend or supplement the Offering Memorandum Pricing Package or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof Final Prospectus by either (A) preparing and been furnished a copy thereof prior furnishing to the proposed Underwriters at the Issuer’s expense a reasonable number of copies of a supplement or supplements or an amendment or supplement and shall not have reasonably objected in writing within five amendments to the Pricing Package or the Final Prospectus or (5B) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all making an appropriate filing pursuant to Section 13 or Section 15 of the Notes and (ii) 90 days after Exchange Act, which will supplement or amend the date of this Agreement, any event occurs as a result of which the Preliminary Offering Memorandum Pricing Package or the Offering Memorandum Final Prospectus so that, as then amended supplemented or supplemented would include an amended, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Pricing Package or the Final Prospectus is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under which they were madethe Securities Act), not misleading; provided that should such event relate solely to the activities of any of the Underwriters, or if it is necessary at then such Underwriters shall assume the expense of preparing and furnishing any such time to amend amendment or supplement supplement. The Issuer will also fulfill its obligations set out in Section 3(e) above. (v) As soon as practicable, but not later than 16 months, after the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Lawdate hereof, the Issuer shall promptly notify will make generally available to its security holders, an earnings statement (which need not be audited) that will satisfy the Initial Purchaser thereof and shall prepare and deliver to the Initial Purchaser, at the expense provisions of Section 11(a) of the Issuer, an amendment of or supplement to the Preliminary Offering Memorandum or the Offering Memorandum which will correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur any costs in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer and the Manager jointly and severally agree to reimburse the Initial Purchaser for such costs, provided that the untrue statement or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined in Section 13 hereof)Securities Act. (bvi) The Issuer will use its reasonable efforts to arrange furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Bonds for qualification or exemption of the Notes for offer and sale under the securities blue-sky laws of such jurisdictions as the Representatives may designate; provided that the Issuer shall not be required to qualify as a foreign limited liability company or “Blue Sky” dealer in securities, to file any consents to service of process under the laws of any state that jurisdiction, or meet any other requirements deemed by the Initial Purchaser shall reasonably request Issuer to be unduly burdensome. (vii) The Issuer or the Company will, except as herein provided, pay or cause to be paid all expenses and shall pay all reasonable expenses taxes (except transfer taxes) in connection with (i) the preparation and filing by it of the Registration Statement, Pricing Prospectus and Final Prospectus (including any amendments and supplements thereto) and any Issuer Free Writing Prospectuses, (ii) the issuance and delivery of the Bonds as provided in Section 7 hereof (including, without limitation, reasonable fees and disbursements of counselCounsel for the Underwriters and all trustee and rating agency fees), (iii) the qualification of the Bonds under blue-sky laws (including counsel fees not to exceed $10,000), and (iv) the printing and delivery to the Underwriters of reasonable quantities of the Registration Statement and, except as provided in connection Section 8(a)(iv) hereof, of the Pricing Prospectus and Final Prospectus. The Issuer shall not, however, be required to pay any amount for any expenses of the Underwriters, except that, if the obligation of the Underwriters to purchase the Bonds terminates in accordance with the qualification provisions of Section 7 (but excluding terminations arising thereunder out of an Underwriter default), 9, 10 or exemption 12 hereof, the Issuer (i) will reimburse the Underwriters for the reasonable fees and disbursements of Counsel for the Underwriters, and (ii) will reimburse the Underwriters for their reasonable out-of-pocket expenses, such out-of-pocket expenses in connection with the determination an aggregate amount not exceeding $100,000, incurred in contemplation of the eligibility performance of this Underwriting Agreement. The Issuer shall not in any event be liable to any of the Notes several Underwriters for investment under damages on account of loss of anticipated profits. (viii) During the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days after period from the date of this AgreementUnderwriting Agreement to the date that is five days after the Closing Date, the Issuer will not, without the prior written 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 (other than the Bonds). (ix) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 9(y) of this Underwriting Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Issuer on or after the Closing Date, the Issuer shall furnish such documents and take such other actions. (x) For a period from the date of this Underwriting Agreement until the retirement of the Bonds or until such time as the Underwriters shall cease to maintain a secondary market in the Bonds, whichever occurs first, the Issuer shall file with the Commission, and to the extent permitted by and consistent with the Issuer’s obligations under applicable law, make available on the website associated with the Issuer’s parent, such periodic reports, if any, as are required from time to time under Section 13 or Section 15(d) of the Exchange Act; provided that the Issuer will not may deregister under the Commission’s rules and regulations. The Issuer shall also, to the extent permitted by and consistent with the Issuer’s obligations under applicable law, include in the periodic and other reports to be filed with the Commission as provided above or posted on the Issuer’s website, such information as required to (iby Section 3.07(d) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits (other than those suits arising out of the offering Indenture with respect to the Bonds. To the extent that the Issuer’s obligations are terminated or sale limited by an amendment to Section 3.07(d) of the Notes) in any jurisdiction where it is not now so subject Indenture, or (iii) subject it to taxation in excess of a nominal dollar amount in any otherwise, such jurisdiction where it is not now so subjectobligations shall be correspondingly terminated or limited hereunder. (cxi) The Issuer shallwill not file any amendment to the Registration Statement or amendment or supplement to the Final Prospectus or amendment or supplement to the Pricing Package during the period when a prospectus relating to the Bonds is required to be delivered under the Securities Act, without charge, provide prior notice to the Initial Purchaser Underwriters, or to which Xxxxx & XxXxxxx LLP, who are acting as many copies counsel for the Underwriters (“Counsel for the Underwriters”), shall reasonably object in writing. (xii) So long as any of the Preliminary Offering Memorandum Bonds are outstanding, the Issuer will furnish to the Representatives, if and to the Offering Memorandum extent not posted on the Issuer or its affiliate’s website, (A) as soon as available, a copy of each report of the Issuer filed with the Commission under the Exchange Act or mailed to the Bondholders (to the extent such reports are not publicly available on the Commission’s website), (B) a copy of any filings with the PUCT pursuant to the Financing Order including, but not limited to, any Issuance Advice Letter or any annual or more frequent True-Up Advice Letters, and (C) from time to time, any amendment thereof or supplement thereto information concerning the Issuer as the Initial Purchaser Representatives may reasonably request. (d) The Issuer (or any of its “affiliates” as defined in Regulation D under the Act), directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that is integrated with the sale of the Notes hereunder in a manner that would cause the exemption afforded by Section 4(2) of the Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Notes hereunder.

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser Agent that: (a) 5.1 The Issuer shall not amend or supplement furnish the Agent with copies of the Offering Memorandum or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof Documents, and been furnished a copy thereof prior to the proposed amendment or supplement all amendments and shall not have reasonably objected in writing within five (5) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (ii) 90 days after the date of this Agreement, any event occurs as a result of which the Preliminary Offering Memorandum or the Offering Memorandum as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements thereinsupplements thereto, in each case as soon as available and in such quantities as the light of Agent may reasonably request for its use in connection with the circumstances under which they were made, not misleading, or if it is necessary at any such time to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum Private Placement. 5.2 The Issuer covenants to comply with any Applicable Lawall applicable requirements of Regulation S under the 1933 Act in connection with the Private Placement. 5.3 The Issuer will, upon request of the Issuer shall promptly notify the Initial Purchaser thereof and shall prepare and Agent, deliver to the Initial Purchaser, Agent and to its legal counsel at the expense time of each Closing a certificate (the "Officer's Certificate") addressed to the Agent and dated the Closing Date for such Closing, signed by the Chief Executive Officer or Chief Financial Officer of the Issuer, an amendment of or supplement to the Preliminary Offering Memorandum or effect that (i) there has not been, since the respective dates as of which information is given in the Offering Memorandum which will Documents, any material adverse change (whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Issuer on a consolidated basis; (ii) all of the representations and warranties contained in Section 3 hereof are true and correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur any costs in connection with the reformation same force and effect as though expressly made at and as of a contract such Closing, after giving effect to the transactions contemplated hereby; and (iii) the Issuer has performed and complied in all material respects with all agreements, covenants, terms and conditions required to be performed, complied with and satisfied by it up to the time of sale with any investor such Closing. 5.4 From and including the date that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make this Agreement is executed through and including the statements therein, in the light of the circumstances under which they were made, not misleadingClosing Date for each Closing, the Issuer will do all such acts and things reasonably necessary to ensure that all of the representations and warranties of the Issuer contained in this Agreement or any Officer's Certificate delivered by the Issuer pursuant to this Agreement remain true and correct. 5.5 From and including the date that this Agreement is executed through and including the Closing Date for each Closing, the Issuer will not do any act or thing that would render any representation or warranty of the Issuer contained in this Agreement or any Officer's Certificate delivered by the Issuer pursuant to this Agreement untrue or incorrect except as such act or thing is disclosed in writing to the Agent prior to such Closing. 5.6 For one year after the last Closing of the Private Placement, the Issuer will engage and adequately compensate a public relations firm to disseminate news and other corporate information to the North American stock brokerage community in conformity with applicable laws and regulations. 5.7 The Issuer will reserve or set aside enough shares of its Common Stock to issue the Shares and the Manager jointly and severally agree to reimburse the Initial Purchaser for such costs, provided that the untrue statement or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information Agent's Warrant Shares (as defined in Section 13 hereofhereinafter defined). (b) 5.8 The Issuer will duly and punctually perform all of the obligations to be preformed by it under this Agreement and the Subscription Agreements. 5.9 The Issuer will use its reasonable best efforts to arrange for qualification or exemption maintain the quotation of the Notes for sale under Issuer's Common Stock on Nasdaq on either the securities SmallCap Market or “Blue Sky” laws of any state that the Initial Purchaser shall reasonably request National Market System, or to obtain and shall pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with maintain the qualification or exemption and in connection with the determination listing of the eligibility Issuer's Common Stock for trading on a United States national securities exchange, as such term is defined in Section 6 of the Notes for investment under the laws of the jurisdictions that the Initial Purchaser may reasonably designate 1934 Act and will continue such qualifications rules and regulations promulgated thereunder. 5.10 Prior to or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days promptly after the date of this Agreementeach Closing, provided that the Issuer will not be required to (i) qualify to do business take all actions necessary for the Shares issued in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits (other than those suits arising out of the offering or sale of the Notes) in any jurisdiction where it is not now so subject or (iii) subject it to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not now so subject. (c) The Issuer shall, without charge, provide to the Initial Purchaser as many copies of the Preliminary Offering Memorandum and the Offering Memorandum and any amendment thereof or supplement thereto as the Initial Purchaser may reasonably request. (d) The Issuer (or any of its “affiliates” as defined in Regulation D under the Act), directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that is integrated with the sale of the Notes hereunder in a manner that would cause the exemption afforded by Section 4(2) of the Act or the safe harbor of Regulation S thereunder to cease Closing to be applicable to quoted on the offer and sale of the Notes hereunderNasdaq SmallCap Market.

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser several Underwriters that: (ai) The Issuer shall will use its best efforts to cause the Registration Statement, if not amend effective at the Execution Time, and any amendment thereto, to become effective. Prior to the termination of the offering of the Energy Recovery Bonds, the Issuer will not file any amendment of the Registration Statement or supplement (including the Offering Memorandum Final Prospectus or any amendment thereof or supplement thereto Preliminary Prospectus) to the Basic Prospectus unless the Initial Purchaser previously shall have been advised thereof and been Issuer has furnished you a copy thereof for your review prior to the filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Issuer will cause the Final Prospectus, properly completed, and any amendment or supplement thereto to be filed with the Commission 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 Issuer will promptly advise the Representatives (A) when the Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall not have reasonably objected become effective, (B) when the Final Prospectus, and any amendment or supplement thereto, shall have been filed with the Commission pursuant to Rule 424(b), (C) when, prior to termination of the offering of the Energy Recovery Bonds, any amendment to the Registration Statement shall have been filed or become effective, (D) of any request by the Commission for any amendment of the Registration Statement or amendment or supplement to the Final Prospectus or for any additional information, (E) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (F) of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Energy Recovery Bonds for sale in writing within five any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Issuer will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (5ii) Business Days after being furnished a copy thereof. If, at any time during when a prospectus relating to the period beginning on Energy Recovery Bonds is required to be delivered under the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (ii) 90 days after the date of this AgreementAct, any event occurs as a result of which the Preliminary Offering Memorandum or the Offering Memorandum Final Prospectus as then amended or supplemented would include an any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, therein in the light of the circumstances under which they were made, made not misleading, or if it is shall be necessary at any such time to amend the Registration Statement or supplement the Preliminary Offering Memorandum or the Offering Memorandum Final Prospectus to comply with any Applicable Lawthe Act or the Exchange Act or the respective rules thereunder, the Issuer shall promptly will (x) promptly notify the Initial Purchaser thereof and shall Representatives of such event, (y) prepare and deliver to file with the Initial Purchaser, at the expense of the Issuer, Commission an amendment of or supplement to the Preliminary Offering Memorandum or the Offering Memorandum which will correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur any costs in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer and the Manager jointly and severally agree to reimburse the Initial Purchaser for such costs, provided that the untrue statement prior to filing any amendment or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined in Section 13 hereof). (b) The Issuer will use its reasonable efforts to arrange for qualification or exemption of the Notes for sale under the securities or “Blue Sky” laws of any state that the Initial Purchaser shall reasonably request and shall pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with the qualification or exemption and in connection with the determination of the eligibility of the Notes for investment under the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days after the date of this Agreement, provided that supplement the Issuer will provide to you a copy for your review and will not be required to (i) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits (other than those suits arising out of the offering or sale of the Notes) in any jurisdiction where it is not now so subject or (iii) subject it to taxation in excess of a nominal dollar amount in file any such jurisdiction where it is not now so subject. (c) The Issuer shall, without charge, provide to the Initial Purchaser as many copies of the Preliminary Offering Memorandum and the Offering Memorandum and any proposed amendment thereof or supplement thereto to which you reasonably object, and (z) supply any supplemented Final Prospectus to you in such quantities as the Initial Purchaser you may reasonably request. (diii) The Issuer 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 Prospectus and the Final Prospectus and any amendment or supplement thereto as the Representatives may reasonably request. The Issuer shall furnish or cause to be furnished to the Representatives copies of its “affiliates” as defined in Regulation D all reports on Form SR required by Rule 463 under the Act. The Issuer will pay the expenses of printing, distribution or other production of all documents relating to the offering. (iv) The Issuer will file or to cause to be filed with the Commission a current report on Form 8-K setting forth all Computational Materials, ABS Term Sheets and Collateral Term Sheets (collectively, “Investor Materials”) provided to the Issuer by any Underwriter within the applicable time periods allotted for such filing pursuant to the No-Action Letter of May 20, 1994, issued by the SEC to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co. Incorporated and Xxxxxx Structured Asset Corporation, as made applicable to other issuers and underwriters by the SEC in response to the request of the Public Securities Association dated May 24, 1994 (collectively, the “Xxxxxx/PSA Letters”), directly or through any agentand the requirements of the No-Action Letter of February 17, 1995, issued by the SEC to the Public Securities Association (the “PSA Letter” and, together with the Xxxxxx/PSA Letter, the “No-Action Letters”). For purposes hereof, “Computational Materials” shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined have the meaning given such term in the Act) No-Action Letters, but shall include only those Computational Materials that is integrated with the sale of the Notes hereunder in a manner that would cause the exemption afforded by Section 4(2) of the Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Notes hereunder.have

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser thatas follows: (a) The Issuer shall not amend or supplement the Offering Memorandum or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof and been furnished a copy thereof prior to the proposed amendment or supplement and shall not have reasonably objected in writing within five (5) Business Days after being furnished a copy thereof. Ifit will, at any time during prior to the period beginning issuance of the Bonds, notify AMBAC of anything which has or may reasonably be expected to have rendered or will or may render untrue or incorrect in any respect any of the representations and warranties in Section 2.01 as if they had been made or given at such time with reference to the facts and circumstances then subsisting, which change is material in the context of the issue and offering of the Bonds or the issue of the Policy; (b) neither it nor any of its affiliates (including any person acting on behalf of the date hereof Issuer or any of its affiliates) will engage in any directed selling efforts with respect to the Bonds or will offer or sell, any Bonds in any circumstances which would require the registration of any of the Bonds under the Securities Act and ending on that the earlier Issuer and its affiliates will comply with the offering restrictions requirement of Regulation S under the Securities Act; (ic) the date on which Initial Purchaser duties and obligations of the Issuer herein shall have completed the initial resale of continue in full force and effect until all of the Notes and (ii) 90 days after the date of this Agreement, any event occurs as a result of which the Preliminary Offering Memorandum or the Offering Memorandum as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light obligations of the circumstances under which they were madeIssuer hereunder are fully discharged, not misleading, or if it is necessary at any such time to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Law, the Issuer shall promptly notify the Initial Purchaser thereof and shall prepare and deliver to the Initial Purchaser, at the expense notwithstanding payment of all amounts due in respect of the Issuer, an amendment of or supplement to the Preliminary Offering Memorandum or the Offering Memorandum which will correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur any costs in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer and the Manager jointly and severally agree to reimburse the Initial Purchaser for such costsBonds, provided that the untrue statement or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined representations and warranties of the Issuer in Section 13 hereof). (b) The Issuer will use its reasonable efforts to arrange for qualification or exemption 2.01 are made as of the Notes for sale under the securities or “Blue Sky” laws of any state that the Initial Purchaser shall reasonably request and shall pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with the qualification or exemption and in connection with the determination of the eligibility of the Notes for investment under the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days after the date of this Agreement, provided that the Issuer will not be required to (i) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits (other than those suits arising out of the offering or sale of the Notes) in any jurisdiction where it is not now so subject or (iii) subject it to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not now so subject. (c) The Issuer shall, without charge, provide to the Initial Purchaser as many copies of the Preliminary Offering Memorandum and the Offering Memorandum and any amendment thereof or supplement thereto as the Initial Purchaser may reasonably request.Closing Date; (d) The it will provide AMBAC with copies of all reports relating to violations of the PES Licence received by the Issuer or any Subsidiary from the Electricity Regulator, as soon as reasonably practicable after delivery or receipt thereof; (e) subject to Applicable Requirements, it will, upon reasonable prior notice by AMBAC make appropriate management personnel available for a meeting (whether conducted over the telephone or otherwise) with AMBAC at a mutually acceptable time and place to discuss the Issuer's operational and financial performance over the preceding financial year and its financial plans for the next three years; (f) subject to Applicable Requirements, it will, as soon as reasonably practicable after request by AMBAC, provide appropriate personnel for a meeting (whether conducted over the telephone or otherwise) with AMBAC at a mutually acceptable time and place if there occurs a significant change in the financial position of the Issuer or any Subsidiary which is material to the Issuer as shown in its most recent financial statements or in any report produced by the Electricity Regulator concerning the Issuer or any of its “affiliates” Subsidiaries; (g) subject to Applicable Requirements, it will provide AMBAC with quarterly management accounts, unaudited interim accounts and audited annual financial statements, as defined soon as reasonably practicable after production thereof and in Regulation D under the Act)any event within 45 days for quarterly accounts, directly or through any agent, shall not sell, offer and 90 days for sale or solicit offers to buy or otherwise negotiate in respect of any “security” interim accounts and 120 days for annual accounts; (h) save as defined provided in the ActConditions, all payments of principal of and interest (including interest accruing after a payment default) that is integrated with on the sale Bonds ("Payments") by the Issuer shall be made free of withholding or deduction for, or on account of, any present tax, assessment or other governmental charge of whatever nature ("Tax") imposed or levied by or on behalf of the Notes hereunder in a manner that would cause United Kingdom or any political subdivision or taxing authority therein or thereof, unless the exemption afforded withholding or deduction of such Tax, is required by Section 4(2) of the Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Notes hereunderlaw.

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser several Underwriters that: (ai) The Issuer will upon reasonable request deliver to the Representatives and Counsel to the Underwriters a conformed copy of the Registration Statement, certified by an officer of the Issuer to be in the form as originally filed and all amendments thereto. (ii) The Issuer will deliver to the Underwriters, as soon as practicable after the date hereof, as many copies of the Pricing Prospectus and Final Prospectus as they may reasonably request. (iii) The Issuer will cause or has caused the Final Prospectus to be filed with the Commission pursuant to Rule 424 under the Securities Act as soon as practicable and will advise the Underwriters of any stop order suspending the effectiveness of the Registration Statement or preventing the use of the Registration Statement, or the institution of any proceeding therefor of which Issuer shall have received notice. The Issuer will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. The Issuer has complied and will comply with Rule 433 and Rule 163B under the Securities Act in connection with the offering of the Bonds. (iv) If, during such period of time (not exceeding nine months) after the Final Prospectus has been filed with the Commission pursuant to Rule 424 under the Securities Act as in the opinion of Counsel for the Underwriters (defined below) a prospectus covering the Bonds is required by law to be delivered in connection with sales by an Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), any event relating to or affecting the Issuer, the Bonds or the Securitized Utility Tariff Property or of which the Issuer shall be advised in writing by the Representatives shall occur that in the Issuer’s reasonable judgment after consultation with Counsel for the Underwriters (as defined below) should be set forth in a supplement to, or an amendment of the Pricing Package or the Final Prospectus in order to make the Pricing Package or the Final Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Issuer will, at its expense, amend or supplement the Offering Memorandum Pricing Package or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof Final Prospectus by either (A) preparing and been furnished a copy thereof prior furnishing to the proposed Underwriters at the Issuer’s expense a reasonable number of copies of a supplement or supplements or an amendment or supplement and shall not have reasonably objected in writing within five amendments to the Pricing Package or the Final Prospectus or (5B) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all making an appropriate filing pursuant to Section 13 or Section 15 of the Notes and (ii) 90 days after Exchange Act, which will supplement or amend the date of this Agreement, any event occurs as a result of which the Preliminary Offering Memorandum Pricing Package or the Offering Memorandum Final Prospectus so that, as then amended supplemented or supplemented would include an amended, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Pricing Package or the Final Prospectus is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under which they were madethe Securities Act), not misleading, or if it is necessary at any ; provided that should such time to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Law, the Issuer shall promptly notify the Initial Purchaser thereof and shall prepare and deliver event relate solely to the Initial Purchaseractivities of any of the Underwriters, at then such Underwriters shall assume the expense of preparing and furnishing any such amendment or supplement. The Issuer will also fulfill its obligations set out in Section 3(d) above. The Issuer will advise the Issuer, an amendment of or Underwriters promptly in writing when any supplement to the Preliminary Offering Memorandum or the Offering Memorandum which will correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur any costs in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingPricing Package, the Issuer and Final Prospectus or any amendment to the Manager jointly and severally agree to reimburse the Initial Purchaser for such costs, provided that the untrue statement Final Prospectus has been filed or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined in Section 13 hereof)distributed. (bv) The Issuer will use its reasonable efforts to arrange furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Bonds for qualification or exemption of the Notes for offer and sale under the securities blue-sky laws of the states of the United States as the Representatives may designate; provided that the Issuer shall not be required to qualify as a foreign limited liability company or “Blue Sky” dealer in securities, to file any consents to service of process under the laws of any state that jurisdiction, or meet any other requirements deemed by the Initial Purchaser shall reasonably request Issuer to be unduly burdensome. (vi) The Issuer or Evergy Missouri West will, except as herein provided, pay or cause to be paid all expenses and shall pay all reasonable expenses taxes (except transfer taxes) in connection with (i) the preparation and filing by it of the Registration Statement, Pricing Prospectus and Final Prospectus (including any amendments and supplements thereto) and any Issuer Free Writing Prospectuses, (ii) the issuance and delivery of the Bonds as provided in Section 7 hereof (including, without limitation, reasonable fees and disbursements of counselCounsel for the Underwriters and all trustee, rating agency and MPSC advisor fees), (iii) the qualification of the Bonds under blue-sky laws (including counsel fees not to exceed $15,000.00), (iv) the printing and delivery to the Underwriters of reasonable quantities of the Registration Statement and, except as provided in connection Section 8(a)(iv) hereof, of the Pricing Package and Final Prospectus. If the obligation of the Underwriters to purchase the Bonds terminates in accordance with the qualification provisions of Sections 7 (but excluding terminations arising thereunder out of an Underwriter default), 9, 10 or exemption 12 hereof, the Issuer or Evergy Missouri West (i) will reimburse the Underwriters for the reasonable fees and disbursements of Counsel for the Underwriters, and (ii) will reimburse the Underwriters for their reasonable out-of-pocket expenses, such out-of-pocket expenses in connection with the determination an aggregate amount not exceeding $200,000, incurred in contemplation of the eligibility performance of this Underwriting Agreement. The Issuer shall not in any event be liable to any of the Notes several Underwriters for investment under damages on account of loss of anticipated profits. (vii) During the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days after period from the date of this AgreementUnderwriting Agreement to the date that is five days after the Closing Date, the Issuer will not, without the prior written 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 (other than the Bonds). (viii) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 9(x) of this Underwriting Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Issuer on or after the Closing Date, the Issuer shall furnish such documents and take such other actions. (ix) For a period from the date of this Underwriting Agreement until the retirement of the Bonds or until such time as the Underwriters shall cease to maintain a secondary market in the Bonds, whichever occurs first, the Issuer shall file with the Commission, and to the extent permitted by and consistent with the Issuer’s obligations under applicable law, make available on the website associated with the Issuer’s parent, such periodic reports, if any, as are required (without regard to the number of holders of Bonds to the extent permitted by and consistent with the Issuer’s obligations under applicable law) from time to time under Section 13 or Section 15(d) of the Exchange Act; provided that the Issuer will shall not be required to (i) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits (other than those suits arising out voluntarily suspend or terminate its filing obligations with the Commission unless permitted under applicable law and the terms of the offering Basic Documents. The Issuer shall also, to the extent permitted by and consistent with the Issuer’s obligations under applicable law, include in the periodic and other reports to be filed with the Commission as provided above or sale posted on the website associated with the Issuer’s parent, such information as required by Section 3.07(g) of the NotesIndenture with respect to the Bonds. To the extent that the Issuer’s obligations are terminated or limited by an amendment to Section 3.07(g) in any jurisdiction where it is not now so subject of the Indenture, or (iii) subject it to taxation in excess of a nominal dollar amount in any otherwise, such jurisdiction where it is not now so subjectobligations shall be correspondingly terminated or limited hereunder. (cx) The Issuer shalland Evergy Missouri West will not file any amendment to the Registration Statement or amendment or supplement to the Final Prospectus or amendment or supplement to the Pricing Package during the period when a prospectus relating to the Bonds is required to be delivered under the Securities Act, without charge, provide prior notice to the Initial Purchaser Underwriters, or to which Xxxxxx Xxxx Xxxxxxxxx US LLP, who are acting as many copies counsel for the Underwriters (“Counsel for the Underwriters”), shall reasonably object by written notice to Evergy Missouri West and the Issuer. (xi) So long as any of the Preliminary Offering Memorandum Bonds are outstanding, the Issuer will furnish to the Representatives, if and to the Offering Memorandum extent not posted on XXXXX or the Issuer or its affiliate’s website, (A) as soon as available, a copy of each report of the Issuer filed with the Commission under the Exchange Act or mailed to the Bondholders (to the extent such reports are not publicly available on the Commission’s website), (B) upon request, a copy of any filings with the MPSC pursuant to the Financing Order including, but not limited to, any issuance advice letter or any routine or non-routine True-Up Adjustment filings, and (C) from time to time, any amendment thereof or supplement thereto information concerning the Issuer as the Initial Purchaser Representatives may reasonably request. (dxii) The So long as the Bonds are rated by any Rating Agency, the Issuer (or any of its “affiliates” as defined in Regulation D under the Act), directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that is integrated will comply with the sale 17g-5 Representations, other than (x) any noncompliance of the Notes hereunder in a manner 17g-5 Representations that would cause not have a material adverse effect on the exemption afforded by Section 4(2) rating of the Act Bonds or the safe harbor of Regulation S thereunder to cease to be applicable to Bonds or (y) any noncompliance arising from the offer and sale breach by an Underwriter of the Notes hereunderrepresentations and warranties and covenants set forth in Section 13 hereof.

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser several Underwriters that: (ai) The Issuer will upon request promptly deliver to the Representatives and Counsel to the Underwriters a signed copy of the Registration Statement as originally filed or, to the extent a signed copy is not available, a conformed copy, certified by an officer of the Issuer to be in the form as originally filed, including all amendments thereto. (ii) The Issuer will deliver to the Underwriters, as soon as practicable after the date hereof, as many copies of the Pricing Prospectus and the Final Prospectus as they may reasonably request. (iii) The Issuer will cause the Pricing Prospectus and the Final Prospectus to be filed with the Commission pursuant to Rule 424 under the Securities Act (“Rule 424”) as soon as practicable and advise the Underwriters of any stop order suspending the effectiveness of the Registration Statement or the institution of any proceeding therefor of which Issuer shall have received notice. The Issuer will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. The Issuer has complied and will comply with Rule 433 in connection with the offering of the Bonds. (iv) As soon as practicable, but not later than 12 months after the date hereof, the Issuer will make generally available to its security holders, an earnings statement (which need not be audited) that will satisfy the provisions of Section 11(a) of the Securities Act with respect to the Bonds. (v) The Issuer will furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Bonds for offer and sale under the blue-sky laws of such jurisdictions as the Representatives may designate; provided that neither the Issuer, Mon Power nor MP Renaissance shall be required to qualify as a foreign limited liability company or dealer in securities, to file any consents to service of process under the laws of any jurisdiction, or meet any other requirements deemed by the Issuer, Mon Power or MP Renaissance, as applicable, to be unduly burdensome. (vi) The Issuer will not file any amendment to the Registration Statement or amendment or supplement to the Final Prospectus during the period when a prospectus relating to the Bonds is required to be delivered under the Securities Act, without prior notice to the Underwriters, or to which Xxx Xxxxxx LLP, who are acting as counsel for the Underwriters (“Counsel for the Underwriters”), shall reasonably object by written notice to Mon Power and the Issuer. (vii) If, during such period of time (not exceeding nine months) after the Final Prospectus has been filed with the Commission pursuant to Rule 424 as in the opinion of Counsel for the Underwriters a prospectus covering the Bonds is required by law to be delivered in connection with sales by an Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act (“Rule 172”)), any event relating to or affecting the Issuer, the Bonds or the Transferred Environmental Control Property or of which the Issuer shall be advised in writing by the Representatives shall occur that in the Issuer’s reasonable judgment after consultation with Counsel for the Underwriters should be set forth in a supplement to, or an amendment of, the Final Prospectus in order to make the Final Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172), the Issuer will, at its expense, amend or supplement the Offering Memorandum or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof Final Prospectus by either (A) preparing and been furnished a copy thereof prior furnishing to the proposed Underwriters at the Issuer’s expense a reasonable number of copies of a supplement or supplements or an amendment or supplement and shall not have reasonably objected in writing within five amendments to the Final Prospectus or (5B) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all making an appropriate filing pursuant to Section 13 or Section 15 of the Notes and (ii) 90 days after Exchange Act, which will supplement or amend the date of this AgreementFinal Prospectus so that, as supplemented or amended, it will not contain any event occurs as a result of which the Preliminary Offering Memorandum or the Offering Memorandum as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madewhen the Final Prospectus is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172), not misleading, or if it is necessary at any ; provided that should such time to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Law, the Issuer shall promptly notify the Initial Purchaser thereof and shall prepare and deliver event relate solely to the Initial Purchaseractivities of any of the Underwriters, at then such Underwriters shall assume the expense of preparing and furnishing any such amendment or supplement. (viii) The Issuer will, except as herein provided, pay or cause to be paid all expenses and taxes (except transfer taxes) in connection with (i) the Issuerpreparation and filing by it of the Registration Statement, an Pricing Prospectus and Final Prospectus, (ii) the issuance and delivery of the Bonds as provided in Section 8 hereof (including, without limitation, reasonable fees and disbursements of Counsel for the Underwriters and all trustee, rating agency and PSCWV financial advisor fees), (iii) the qualification of the Bonds under blue-sky laws, (iv) the printing and delivery to the Underwriters of reasonable quantities of the Registration Statement, the Pricing Prospectus and Final Prospectus and (v) any amendment of or supplement to the Preliminary Offering Memorandum Registration Statement, Pricing Prospectus, or the Offering Memorandum which will correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur any costs in connection Issuer Free Writing Prospectus required to be filed with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained Commission to correct any untrue statement of a material fact or failed to state a material fact omission of any statement necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading, the result of which requires the reforming of any contracts of sale of the Bonds made by the Underwriters (including any damages or other amounts payable in connection with legal and contractual liability). If this Underwriting Agreement shall be terminated in accordance with the provisions of Section 11 or 13 hereof, the Issuer shall not be required to pay any amount for any expenses of the Underwriters or for any fees and expenses of counsel for the Manager jointly and severally agree to PSCWV financial advisor, except that the Issuer will reimburse the Initial Purchaser Underwriters for such coststheir reasonable out-of-pocket expenses, provided that the untrue statement or omission in such Preliminary Offering Memorandum did an aggregate amount not relate solely to Initial Purchaser Information (as defined exceeding $[__________], incurred in Section 13 hereof). (b) The Issuer will use its reasonable efforts to arrange for qualification or exemption contemplation of the Notes performance of this Underwriting Agreement and will reimburse the Underwriters for sale under the securities or “Blue Sky” laws of any state that the Initial Purchaser shall reasonably request and shall pay all reasonable expenses (including reasonable fees and disbursements of counsel) Counsel for the Underwriters. The Issuer shall not in connection with the qualification or exemption and in connection with the determination any event be liable to any of the eligibility several Underwriters for damages on account of loss of anticipated profits. (ix) During the period from the date of this Underwriting Agreement to the date that is five days after the Closing Date, the Issuer will not, without the prior written consent of the Notes for investment under Representatives, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the laws of offering of, any asset-backed securities (other than the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of Bonds). (x) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 10(z) of this Underwriting Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Issuer on or after the Closing Date, the Issuer shall furnish such documents and take such other actions. (xi) For a period from the date on which Initial Purchaser shall have completed of this Underwriting Agreement until the initial resale of all retirement of the Notes Bonds or until such time as the Underwriters shall cease to maintain a secondary market in the Bonds, whichever occurs first, the Issuer shall file with the Commission, and to the extent permitted by and consistent with the Issuer’s obligations under applicable law, make available on the website associated with the Issuer’s parent, such periodic reports, if any, as are required (without regard to the number of holders of Bonds to the extent permitted by and consistent with the Issuer’s obligations under applicable law) from time to time under Section 13 or Section 15(d) of the Exchange Act, and the Issuer shall not voluntarily suspend or terminate its filing obligations with the Commission. The Issuer shall also, to the extent permitted by and consistent with the Issuer’s obligations under applicable law, include in the periodic and other reports to be filed with the Commission as provided above, such information as required by Section 3.07(e) of the Indenture with respect to the Bonds. To the extent that the Issuer’s obligations are terminated or limited by an amendment to Section 3.07(e) of the Indenture, or otherwise, such obligations shall be correspondingly terminated or limited hereunder. (xii) During a period of one year from the effective date of the Registration Statement, to furnish to the Representatives (A) as soon as they are available, copies of any reports and financial statements of the Issuer furnished to or filed with the Commission, other than such reports and financial statements that are publicly available on the Commission’s XXXXX system; and (yB) 90 days after such additional information concerning the business and financial condition of the Issuer as the Representatives may from time to time reasonably request (such financial statements to be on a consolidated basis to the extent the accounts of the Issuer are consolidated in reports furnished to its shareholders generally or to the Commission). (xiii) The Issuer will file with the Commission such information on Form 10-D or Form 10-K as may be required by Rule 463 under the Securities Act. (xiv) If the Issuer elects to rely upon Rule 462(b) under the Securities Act (“Rule 462(b)”), the Issuer shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of this Agreement, provided that and the Issuer will not be required to (i) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service shall at the time of process in suits (other than those suits arising out of the offering or sale of the Notes) in any jurisdiction where it is not now so subject or (iii) subject it to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not now so subject. (c) The Issuer shall, without charge, provide filing either pay to the Initial Purchaser as many copies Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of the Preliminary Offering Memorandum and the Offering Memorandum and any amendment thereof or supplement thereto as the Initial Purchaser may reasonably request. (dsuch fee pursuant to Rule 111(b) The Issuer (or any of its “affiliates” as defined in Regulation D under the Securities Act), directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that is integrated with the sale of the Notes hereunder in a manner that would cause the exemption afforded by Section 4(2) of the Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Notes hereunder.

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser several Underwriters that: (ai) The Issuer will upon request promptly deliver to the Representatives and Counsel for the Underwriters a copy of the Registration Statement, certified by an officer or manager of the Issuer to be in the form as originally filed, including all Incorporated Documents and exhibits and all amendments thereto. (ii) The Issuer will deliver to the Underwriters, as soon as practicable after the date hereof, as many copies of the Pricing Prospectus and Final Prospectus as they may reasonably request. (iii) The Issuer will cause or has caused the Final Prospectus to be filed with the Commission pursuant to Rule 424 under the Securities Act as soon as practicable and will advise the Underwriters of any stop order issued by the Commission suspending the effectiveness of the Registration Statement or the institution of any proceeding therefor of which Issuer shall have received notice. The Issuer will use every reasonable effort to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof by the Commission. The Issuer has complied and will comply with Rule 433 under the Securities Act in connection with the offering of the Bonds. (iv) If, during such period of time (not exceeding nine months) after the Final Prospectus has been filed with the Commission pursuant to Rule 424 under the Securities Act as in the opinion of Counsel for the Underwriters a prospectus covering the Bonds is required by law to be delivered in connection with sales by an Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), any event relating to or affecting the Issuer, the Bonds or the Securitization Property or of which the Issuer shall be advised in writing by the Representatives shall occur that should be set forth in a supplement to, or an amendment of the Pricing Package or the Final Prospectus in order to make the Pricing Package or the Final Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Issuer will, at its expense, amend or supplement the Offering Memorandum Pricing Package or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof Final Prospectus, as applicable, by either (A) preparing and been furnished a copy thereof prior furnishing to the proposed Underwriters at the Issuer’s expense a reasonable number of copies of a supplement or supplements or an amendment or supplement and shall not have reasonably objected in writing within five amendments to the Pricing Package or the Final Prospectus or (5B) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all making an appropriate filing pursuant to Section 13 or Section 15 of the Notes and (ii) 90 days after Exchange Act, which will supplement or amend the date of this Agreement, any event occurs as a result of which the Preliminary Offering Memorandum Pricing Package or the Offering Memorandum Final Prospectus so that, as then amended supplemented or supplemented would include an amended, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Pricing Package or the Final Prospectus is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under which they were madethe Securities Act), not misleading; provided that should such event relate solely to the activities of any of the Underwriters, then such Underwriters shall assume the expense of preparing and furnishing any such amendment or supplement; provided, further, that counsel for the Underwriters shall not have objected to such amendment or supplement pursuant to Section 8(a)(x) or Section 8(b)(x). The Issuer will also fulfill its obligations set out in Section 3(e) above. (v) The Issuer will furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Bonds for offer and sale under the blue-sky laws of the states of the United States as the Representatives may designate; provided that the Issuer shall not be required to qualify as a foreign limited liability company or dealer in securities, to file any consents to service of process under the laws of any jurisdiction, or meet any other requirements deemed by the Issuer to be unduly burdensome. (vi) The Issuer will, except as herein provided, pay or cause to be paid all reasonable expenses and taxes (except transfer taxes) in connection with (i) the preparation and filing by it of the Registration Statement, Pricing Prospectus and Final Prospectus (including any amendments and supplements thereto) and any Issuer Free Writing Prospectuses, (ii) the issuance and delivery of the Bonds as provided in Section 7 hereof (including, without limitation, reasonable documented fees and out-of-pocket disbursements of Counsel for the Underwriters and all trustee, rating agency and MPSC advisor fees), (iii) the qualification of the Bonds under blue-sky laws (including counsel fees not to exceed $5,000), (iv) the printing and delivery to the Underwriters of reasonable quantities of the Registration Statement and, except as provided in Section 8(a)(iv) hereof, of the Pricing Package and Final Prospectus. If the obligation of the Underwriters to purchase the Bonds terminates in accordance with the provisions of Sections 9, 10 or 12 hereof, the Issuer (i) will reimburse (or cause to be reimbursed) the Underwriters for the reasonable documented fees and out-of-pocket disbursements of Counsel for the Underwriters, and (ii) will reimburse or cause to be reimbursed the Underwriters for their reasonable documented out-of-pocket expenses (other than fees of counsel covered in clause (i) above), such out-of pocket expenses in an aggregate amount not exceeding $200,000, incurred in contemplation of the performance of this Underwriting Agreement. The Issuer shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits. (vii) During the period from the date of this Underwriting Agreement to the date that is five days after the Closing Date, the Issuer will not, without the prior written 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 (other than the Bonds). (viii) To the extent, if it any, that any rating necessary to satisfy the condition set forth in Section 9(s) of this Underwriting Agreement is necessary at any such time to amend or supplement conditioned upon the Preliminary Offering Memorandum furnishing of documents or the Offering Memorandum to comply with any Applicable Lawtaking of other actions by the Issuer on or after the Closing Date, the Issuer shall promptly notify the Initial Purchaser thereof furnish such documents and shall prepare and deliver take such other actions to the Initial Purchaser, at extent reasonably requested by any Rating Agency. (ix) For a period from the expense date of this Underwriting Agreement until the retirement of the Bonds or until such time as the Underwriters shall cease to maintain a secondary market in the Bonds, whichever occurs first, the Issuer shall file with the Commission, and to the extent permitted by and consistent with the Issuer’s obligations under applicable law, make available on the website associated with the Issuer’s parent, such periodic reports, if any, as are required from time to time under Section 13 or Section 15(d) of the Exchange Act; provided that the Issuer shall not voluntarily suspend or terminate its filing obligations with the Commission unless permitted under applicable law and not prohibited by the terms of the Issuer Documents. The Issuer shall also, to the extent permitted by and consistent with the Issuer’s obligations under applicable law, include in any periodic and other reports to be filed with the Commission as provided above or posted on the website associated with the Issuer’s parent, such information as required by Section 3.07(g) of the Indenture with respect to the Bonds. To the extent that the Issuer’s obligations are terminated or limited by an amendment to Section 3.07(g) of the Indenture, or otherwise, such obligations shall be correspondingly terminated or limited hereunder. (x) The Issuer will not file any amendment to the Registration Statement or amendment or supplement to the Preliminary Offering Memorandum Final Prospectus or amendment or supplement to the Offering Memorandum Pricing Package during the period when a prospectus relating to the Bonds is required to be delivered under the Securities Act, without prior notice to the Underwriters or to which will correct such statement or omission or effect such compliance. In Hunton & Xxxxxxxx LLP, who are acting as counsel for the event that Underwriters (“Counsel for the Initial Purchaser Underwriters”), shall incur reasonably object by written notice to the Issuer within two business days of notification thereof. (xi) So long as any costs in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingBonds are outstanding, the Issuer will furnish to the Representatives, if and to the Manager jointly and severally agree to reimburse extent not posted on the Initial Purchaser for such costsIssuer or its affiliate’s website, provided that the untrue statement or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (A) as defined in Section 13 hereof). (b) The Issuer will use its reasonable efforts to arrange for qualification or exemption soon as available, a copy of each report of the Notes for sale Issuer filed with the Commission under the securities Exchange Act or “Blue Sky” laws mailed to the bondholders (in each case to the extent such reports are not publicly available on the Commission’s website), (B) upon request, a copy of any state that the Initial Purchaser shall reasonably request and shall pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection filings with the qualification MPSC pursuant to the Financing Order including, but not limited to any annual, semi-annual or exemption and in connection with the determination of the eligibility of the Notes for investment under the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes more frequent true-up adjustment filings, and (yC) 90 days after the date of this Agreementfrom time to time, provided that the Issuer will not be required to (i) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits information (other than those suits arising out of confidential or proprietary information) concerning the offering or sale of the Notes) in any jurisdiction where it is not now so subject or (iii) subject it to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not now so subject. (c) The Issuer shall, without charge, provide to the Initial Purchaser as many copies of the Preliminary Offering Memorandum and the Offering Memorandum and any amendment thereof or supplement thereto as the Initial Purchaser Representatives may reasonably request. (dxii) The So long as the Bonds are rated by any Rating Agency, the Issuer (or any of its “affiliates” as defined in Regulation D under the Act), directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that is integrated will comply with the sale 17g-5 Representations, other than (x) any noncompliance of the Notes hereunder in a manner 17g-5 Representations that would cause not have a material adverse effect on the exemption afforded by Section 4(2) rating of the Act Bonds or the safe harbor of Regulation S thereunder to cease to be applicable to Bonds or (y) any noncompliance arising from the offer and sale breach by an Underwriter of the Notes hereunderrepresentations and warranties and covenants set forth in Section 13 hereof.

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser ----------------------- Underwriter that: (ai) The Issuer shall will use its best efforts to cause the Registration Statement, if not amend effective at the Execution Time, and any amendment thereto, to become effective. Prior to the termination of the offering of the Bonds, the Issuer will not file any amendment of the Registration Statement or supplement (including the Offering Memorandum Final Prospectus or any amendment thereof or supplement thereto Preliminary Final Prospectus) to the Basic Prospectus unless the Initial Purchaser previously shall have been advised thereof and been Issuer has furnished you a copy thereof for your review prior to the filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Issuer will cause the Final Prospectus, properly completed in a form approved by you, 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 Underwriter of such timely filing. The Issuer will promptly advise the Underwriter (i) when the Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall not have reasonably objected 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 Bonds, 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 Issuer of any notification with respect to the suspension of the qualification of the Bonds for sale in writing within five any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Issuer will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (5ii) Business Days after being furnished a copy thereof. If, at any time during when a prospectus relating to the period beginning on Bonds is required to be delivered under the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (ii) 90 days after the date of this AgreementAct, any event occurs as a result of which the Preliminary Offering Memorandum or the Offering Memorandum Final Prospectus as then amended or supplemented would include an any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, therein in the light of the circumstances under which they were made, made not misleading, or if it is shall be necessary at any such time to amend the Registration Statement or supplement the Preliminary Offering Memorandum or the Offering Memorandum Final Prospectus to comply with any Applicable Lawthe Act or the Exchange Act or the respective rules thereunder, the Issuer shall promptly notify the Initial Purchaser thereof and shall will (i) prepare and deliver file with the SEC, subject to the Initial Purchaser, at the expense second sentence of the Issuerparagraph (a)(i) of this Section 5, an amendment of or supplement to the Preliminary Offering Memorandum or the Offering Memorandum which will correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur compliance and (ii) supply any costs in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed supplemented Prospectus to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer and the Manager jointly and severally agree to reimburse the Initial Purchaser for such costs, provided that the untrue statement or omission you in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (quantities as defined in Section 13 hereof)you may reasonably request. (biii) The As soon as practicable, the Issuer will use its reasonable efforts to cause the Trust to make generally available to the holders of the Bonds and the Underwriter an earnings statement or statements of the Issuer which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (iv) The Issuer will furnish to the Underwriter and counsel for the Underwriter, 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 Underwriter may reasonably request. The Issuer shall furnish or cause to be furnished to the Underwriter copies of all reports required by Rule 463 under the Act. The Issuer will pay the expenses of printing or other production of all documents relating to the offering. (v) The Issuer will arrange for the qualification or exemption of the Notes Bonds for sale under the securities or “Blue Sky” laws of any state that such jurisdictions as the Initial Purchaser shall reasonably request Underwriter may designate, will maintain such qualifications in effect so long as required for the distribution of the Bonds or requested by the Underwriter and shall pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with the qualification or exemption and in connection with will arrange for the determination of the eligibility legality of the Notes Bonds for investment under the laws of the jurisdictions purchase by institutional investors; provided, however, that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser no event -------- ------- shall have completed the initial resale of all of the Notes and (y) 90 days after the date of this Agreement, provided that the Issuer will not be required obligated to (i) qualify to do business in any jurisdiction where it is not now so qualified, (ii) qualified or to take any action that would subject it to service of process in suits (suits, other than those suits arising out of the offering or sale of the Notes) Bonds, in any jurisdiction where it is not now so subject or (iii) subject it to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not now so subject. (cvi) The Until 90 days after the date hereof, the Issuer shallwill not, without chargethe written consent of the Underwriter, provide 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 Bonds). (vii) For a period from the date of this Agreement until the retirement of the Bonds or until such time as the Underwriter shall cease to maintain a secondary market in the Bonds, whichever occurs first, the Issuer will deliver to the Initial Purchaser Underwriter the annual statements of compliance and the annual independent auditor's servicing reports furnished to the Issuer or the Trustee pursuant to the Servicing Agreement or the Indenture, as many copies applicable, as soon as such statements and reports are furnished to the Issuer or the Trustee. (viii) So long as any of the Preliminary Offering Memorandum Bonds are outstanding, the Issuer will furnish to the Underwriter (i) as soon as available, a copy of each report of the Issuer filed with the SEC under the Exchange Act, or mailed to holders of the Bonds, (ii) a copy of any filings with the New Hampshire Public Utilities Commission ("NHPUC") pursuant to the Finance Order, including, but not limited to, any annual or more frequent adjustment filings, and (iii) from time to time, any information concerning the Offering Memorandum and any amendment thereof Company or supplement thereto the Issuer, as the Initial Purchaser Underwriter may reasonably request. (dix) The Issuer (or To the extent, if any, that any of its “affiliates” as defined rating necessary to satisfy the condition set forth in Regulation D under the Act), directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that is integrated with the sale of the Notes hereunder in a manner that would cause the exemption afforded by Section 4(26(l) of this Agreement is conditioned upon the Act furnishing of documents or the safe harbor taking of Regulation S thereunder to cease to be applicable to other actions by the offer Issuer on or after the Closing Date, the Issuer shall furnish such documents and sale of the Notes hereundertake such other actions.

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser several Underwriters that: (ai) The Issuer will promptly deliver to the Representatives and Counsel to the Underwriters a signed copy of the Registration Statement as originally filed or, to the extent a signed copy is not available, a conformed copy, certified by an officer of the Issuer to be in the form as originally filed, including all Incorporated Documents and exhibits and of all amendments thereto. (ii) The Issuer will deliver to the Underwriters, as soon as practicable after the date hereof, as many copies of the Prospectus as of such date as they may reasonably request. (iii) The Issuer will cause the Prospectus to be filed with the Commission pursuant to Rule 424 as soon as practicable and advise the Underwriters of any stop order suspending the effectiveness of the Registration Statement or the institution of any proceeding therefor of which Issuer shall have received notice. The Issuer will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (iv) If, during such period of time (not exceeding nine months) after the Prospectus has been filed with the Commission pursuant to Rule 424 as in the opinion of Counsel for the Underwriters a prospectus covering the Series 2003 Bonds is required by law to be delivered in connection with sales by an Underwriter or dealer, any event relating to or affecting the Issuer, the Series 2003 Bonds or the Series 2003 Transition Property or of which the Issuer shall be advised in writing by the Representatives shall occur that in the Issuer's reasonable opinion after consultation with Counsel for the Underwriters should be set forth in a supplement to, or an amendment of, the Prospectus in order to make the Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser, the Issuer will, at its expense, amend or supplement the Offering Memorandum or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof Prospectus by either (A) preparing and been furnished a copy thereof prior furnishing to the proposed Underwriters at the Issuer's expense a reasonable number of copies of a supplement or supplements or an amendment or supplement and shall not have reasonably objected in writing within five amendments to the Prospectus or (5B) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all making an appropriate filing pursuant to Section 13 of the Notes and (ii) 90 days after Exchange Act, which will supplement or amend the date of this AgreementProspectus so that, as supplemented or amended, it will not contain any event occurs as a result of which the Preliminary Offering Memorandum or the Offering Memorandum as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madewhen the Prospectus is delivered to a purchaser, not misleading; provided that should such event relate solely to the activities of any of the Underwriters, or if it is necessary at then such Underwriters shall assume the expense of preparing and furnishing any such time amendment or supplement. In case any Underwriter is required to amend or supplement deliver a prospectus after the Preliminary Offering Memorandum or expiration of nine months from the Offering Memorandum to comply with any Applicable Law424 Date, the Issuer shall promptly notify the Initial Purchaser thereof and shall prepare and deliver Issuer, upon such Underwriter's request, will furnish to the Initial Purchasersuch Underwriter, at the expense of such Underwriter, a reasonable quantity of a supplemental prospectus or supplements to the IssuerProspectus complying with Section 10(a) of the Securities Act. (v) The Issuer will make generally available to its security holders, as soon as practicable, an amendment earnings statement (which need not be audited) covering a period of or supplement to at least twelve months beginning not earlier than the Preliminary Offering Memorandum or first day of the Offering Memorandum month next succeeding the month in which occurred the effective date of the Registration Statement as defined in Rule 158 under the Securities Act. (vi) The Issuer will correct furnish such statement or omission or effect proper information as may be lawfully required and otherwise cooperate in qualifying the Series 2003 Bonds for offer and sale under the blue-sky laws of such compliance. In jurisdictions as the event Representatives may designate; provided that the Initial Purchaser Issuer shall incur not be required to qualify as a foreign limited liability company or dealer in securities, to file any costs consents to service of process under the laws of any jurisdiction, or meet any other requirements deemed by the Issuer to be unduly burdensome. (vii) The Issuer will, except as herein provided, pay all expenses and taxes (except transfer taxes) in connection with (i) the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light preparation and filing by it of the circumstances Registration Statement, (ii) the issuance and delivery of the Series 2003 Bonds as provided in Section 7 hereof (including, without limitation, fees and disbursements of Counsel for the Underwriters and all trustee, rating agency and PUCT financial advisor fees), (iii) the qualification of the Series 2003 Bonds under which they were madeblue-sky laws (including counsel fees not to exceed $7,500), not misleadingand (iv) the printing and delivery to the Underwriters of reasonable quantities of the Registration Statement and, except as provided in Section 8(iv) hereof, of the Prospectus. The Issuer shall not, however, be required to pay any amount for any expenses of the Underwriters, except that, if this Underwriting Agreement shall be terminated in accordance with the provisions of Section 7, 9 or 13 hereof, the Issuer and the Manager jointly and severally agree to will reimburse the Initial Purchaser Underwriters for such coststhe fees and disbursements of Counsel for the Underwriters, provided and will reimburse the Underwriters for their reasonable out-of-pocket expenses, in an aggregate amount not exceeding $10,000, incurred in contemplation of the performance of this Underwriting Agreement. The Issuer shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits. (viii) During the period from the date of this Underwriting Agreement to the date that is five days after the untrue statement Closing Date, the Issuer will not, without the prior written consent of the Representatives, offer, sell or omission in such Preliminary Offering Memorandum did not relate solely contract to Initial Purchaser Information sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any asset-backed securities (as defined in Section 13 hereofother than the Series 2003 Bonds). (bix) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 9(y) of this Underwriting Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Issuer on or after the Closing Date, the Issuer shall furnish such documents and take such other actions. (x) The Issuer will use its reasonable efforts file with the Commission a report on Form 8-K setting forth all Computational Materials and ABS Term Sheets (as such terms are hereinafter defined) provided to arrange the Issuer by any Underwriter and identified by it as such within the time period allotted for qualification or exemption such filing pursuant to the No-Action Letters (as hereinafter defined); provided, however, that, prior to any filing of the Notes for sale under Computational Materials and ABS Term Sheets by the securities or “Blue Sky” laws Issuer, such Underwriter must comply with its obligations pursuant to Section 8A hereof, and the Issuer must receive, prior to the Closing Date, a letter from Ernst & Young, certified public accountants, satisfactory in form and substance to the Issuer and such Underwriter, to the effect that such accountants have performed specified procedures, all of any state which have been agreed to by the Issuer and such Underwriter, as a result of which they have determined that the Initial Purchaser information included in the Computational Materials and ABS Term Sheets (if any), provided by such Underwriter to the Issuer for filing on Form 8-K pursuant to said Section 8A and this Section 8(a)(xi), and which the accountants have examined in accordance with such agreed upon procedures, is accurate except as to such matters that are not deemed by the Issuer and such Underwriter to be material. The Issuer shall reasonably request and shall pay all reasonable expenses file any corrected Computational Materials or ABS Terms Sheets described in Section 8A hereof as soon as practicable following receipt thereof. (including reasonable fees and disbursements of counselxi) in connection with the qualification or exemption and in connection with the determination of the eligibility of the Notes for investment under the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days after For a period from the date of this AgreementUnderwriting Agreement until the retirement of the Series 2003 Bonds or until such time as the Underwriters shall cease to maintain a secondary market in the Series 2003 Bonds, provided that whichever occurs first, the Issuer will not be shall file with the Commission, and make available on the website associated with the Issuer' parent, such periodic reports, if any, as are required to (i) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits (other than those suits arising out of the offering or sale of the Notes) in any jurisdiction where it is not now so subject or (iii) subject it to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not now so subject. (c) The Issuer shall, without charge, provide regard to the Initial Purchaser as many copies number of holders of Series 2003 Bonds to the Preliminary Offering Memorandum extent permitted by and the Offering Memorandum and any amendment thereof or supplement thereto as the Initial Purchaser may reasonably request. (d) The Issuer (or any of its “affiliates” as defined in Regulation D under the Act), directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that is integrated consistent with the sale of the Notes hereunder in a manner that would cause the exemption afforded by Issuer's obligations under applicable law) from time to time under Section 4(213 or Section 15(d) of the Act Exchange Act, and the Issuer shall not voluntarily suspend or terminate its filing obligations with the safe harbor of Regulation S thereunder Commission. The Issuer shall also, to cease the extent permitted by and consistent with the Issuer's obligations under applicable law, include in the periodic and other reports to be applicable filed with the Commission as provided above, such information as required by Section 3.07(h) of the Indenture with respect to the offer and sale of the Notes hereunderSeries 2003 Bonds.

Covenants of the Issuer. 9.1 The Issuer hereby covenants with each Subscriber that it will: (a) offer, sell, issue and agrees deliver the Units pursuant to exemptions from the prospectus filing, registration or qualification requirements of Applicable Securities Laws and otherwise fulfil all legal requirements required to be fulfilled by the Issuer (including without limitation, compliance with all Applicable Securities Laws in connection with the Initial Purchaser that:Offering; (b) within the required time, file with the Exchange any documents, reports and information, in the required form, required to be filed by Applicable Securities Laws in connection with the Offering, together with any applicable filing fees and other materials; (c) the Issuer will use reasonable commercial efforts to satisfy as expeditiously as possible any conditions of the Exchange required to be satisfied prior to the Exchange’s acceptance of the Issuer’s notice of the Offering; and (d) use its reasonable commercial efforts to obtain all necessary approvals for this Offering. (e) The Issuer shall take all necessary actions to recommend to its directors and its shareholders that the Subscriber’s Nominee be appointed or elected, as the case may be, to the Board at each meeting of directors called for the purposes of appointing directors or each meeting of shareholders of the Issuer at which directors are to be elected and at such other times as may be required by the Subscriber (the “Nomination Right”). (f) The Issuer shall take such other reasonable action necessary or advisable to facilitate the appointment to and continuing membership on the Board of the Subscriber’s Nominee. (g) In the event of any vacancy on the Board created by the removal or resignation of the Subscriber’s Nominee as a result of such nominee’s failure to satisfy the applicable Securities Laws and/or Exchange requirements, such vacancy shall be filled with a new Subscriber’s Nominee, provided that such new nominee satisfies such Securities Laws and TSX requirements. (h) Notwithstanding any provision in this Agreement, the Nomination Right provided in Section 9.1(e) shall expire and be of no force or effect upon the Subscriber holding less than one million Shares. 9.2 Pre-emptive Right (a) The Issuer shall not amend grants to the Subscriber a right to purchase any authorized but unissued Shares (“New Shares”) that the Issuer may from time to time propose to issue or supplement sell to any person in an amount such that following the Offering Memorandum or any amendment thereof or supplement thereto unless subscription by the Initial Purchaser previously shall have been advised thereof and been furnished a copy thereof Subscriber, the Subscriber is able to maintain its pro rata share of the Issuer based on the percentage of the outstanding Shares owned by the Subscriber immediately prior to the proposed amendment issuance or supplement and shall not have reasonably objected in writing within five sale (5) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (ii) 90 days after the date of this Agreement, any event occurs as a result of which the Preliminary Offering Memorandum or the Offering Memorandum as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any such time to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Law, the Issuer shall promptly notify the Initial Purchaser thereof and shall prepare and deliver to the Initial Purchaser, at the expense of the Issuer, an amendment of or supplement to the Preliminary Offering Memorandum or the Offering Memorandum which will correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur any costs in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer and the Manager jointly and severally agree to reimburse the Initial Purchaser for such costs, provided that the untrue statement or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined in Section 13 hereof“Pro Rata Portion”). (b) The Issuer will use its reasonable efforts to arrange for qualification or exemption of the Notes for sale under the securities or shall give written notice (an “Blue Sky” laws Issuance Notice”) of any state that the Initial Purchaser shall reasonably request and shall pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with the qualification or exemption and in connection with the determination of the eligibility of the Notes for investment under the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days after the date of this Agreement, provided that the Issuer will not be required to (i) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits (other than those suits arising out of the offering proposed issuance or sale of New Shares to the Notes) in Subscriber within five Business Days following any jurisdiction where it is not now so subject or (iii) subject it to taxation in excess meeting of a nominal dollar amount in the board of directors of the Issuer at which any such jurisdiction where it issuance or sale is not now so subjectapproved. (c) The Issuer shall, without charge, provide to Issuance Notice shall set forth the Initial Purchaser as many copies material terms and conditions of the Preliminary Offering Memorandum proposed issuance or sale, including: (i) the number and description of New Shares proposed to be issued; (ii) the Offering Memorandum proposed issuance date, which shall be at least 20 Business Days from the date of the Issuance Notice; and any amendment thereof (iii) the proposed purchase price per share of New Shares and all other material terms of the offer or supplement thereto as the Initial Purchaser may reasonably requestsale. (d) The Subscriber shall, for a period of 10 Business Days following the receipt of an Issuance Notice (the “Pre-Emptive Exercise Period”), have the right to elect irrevocably to purchase for cash all or any portion of the Pro Rata Portion of any New Shares on the terms and conditions, including the purchase price, set forth in the Issuance Notice by delivering a written notice to the Issuer (a “Pre-Emptive Acceptance Notice”) specifying the number of New Shares that the Subscriber desires to purchase up to the Pro Rata Portion. (e) The delivery of a Pre-Emptive Acceptance Notice by the Subscriber shall be a binding and irrevocable offer by the Subscriber to purchase the New Shares described therein. The failure of the Subscriber to deliver a Pre-Emptive Acceptance Notice by the end of the Pre-Emptive Exercise Period shall constitute a waiver of the Subscriber’s rights with respect to the purchase of such New Shares but shall not affect the Subscriber’s rights with respect to any other future issuances or sales of New Shares. (f) Following the expiration of the Pre-Emptive Exercise Period, the Issuer shall be free to complete the proposed issuance or sale of New Shares described in the Issuance Notice with respect to which the Subscriber waives or fails to exercise the pre-emptive right set forth in this Agreement on terms no less favourable to the Issuer than those set forth in the Issuance Notice; provided that: (i) such issuance or sale shall be closed within 20 Business Days after the expiration of the Pre-Emptive Exercise Period; and (ii) for the avoidance of doubt, the price at which the New Shares are sold to any prospective third party purchaser seeking to purchase the applicable New Shares (a “Prospective Purchaser”) shall be at least equal to or higher than the purchase price described in the Issuance Notice. (g) If the Issuer has not sold such New Shares within such time period, the Issuer shall not thereafter issue or sell any New Shares without first again offering such shares to the Subscriber in accordance with the procedures set forth in this Subscription Agreement. (h) The closing of any purchase by any Prospective Purchaser shall be consummated concurrently with the consummation of the issuance or sale described in the Issuance Notice. Upon the issuance or sale of any New Shares in accordance with this Subscription Agreement, the Issuer shall deliver certificates representing the New Shares, free and clear of any mortgage, lien, charge, hypothec or encumbrance, whether fixed or floating, on, or any security interest in, any property, whether real, personal or mixed, tangible or intangible, any pledge or hypothecation thereof, any deposit arrangement, priority, conditional sale agreement, other title retention agreement, capital lease or other security arrangement of its “affiliates” as defined in Regulation D under the Act)any kind and, directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” securities, includes an adverse claim (as defined in other than those arising hereunder and those attributable to the Act) that is integrated with the sale actions of the Notes hereunder in a manner that would cause purchasers thereof), and the exemption afforded by Section 4(2) of the Act or the safe harbor of Regulation S thereunder to cease to be applicable Issuer shall so represent and warrant to the offer purchasers thereof, and further represents and warrants to such purchasers that such New Shares shall be, upon issuance thereof to such purchasers and after payment therefor, duly authorized, validly issued, fully paid and non-assessable. The Subscriber shall deliver to the Issuer the purchase price for the New Shares purchased by the Subscriber by certified cheque, bank draft or wire transfer of immediately available funds or in such other medium and manner as agreed between the Issuer and the Subscriber. Each party to the purchase and sale of New Shares shall take all such other actions as may be reasonably necessary to consummate the Notes hereunderpurchase and sale, including entering into such additional agreements as may be necessary or appropriate. (i) Notwithstanding the foregoing, the pre-emptive right provided to the Subscriber in this subsection 9.2 shall not apply in the event of an issuance of Shares in connection with: (i) the issuance of incentive securities to purchase or otherwise acquire Shares pursuant to an equity incentive plan or employment agreement and the issuance of Shares on the exercise, conversion or settlement thereof; (ii) the issuance of any Shares upon the exercise or conversion of any securities currently outstanding; (iii) the issuance of Shares in a share dividend, capital reorganization or similar transaction where all holders of Shares are treated in an equivalent manner. (j) Notwithstanding any provision in this Agreement, the pre-emptive right provided in this Section 9.2 shall expire and be of no force or effect upon the Subscriber holding less than one million Shares.

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser several Underwriters that: (ai) The Issuer will upon request promptly deliver to the Representatives and Counsel to the Underwriters a signed copy of the Registration Statement as originally filed or, to the extent a signed copy is not available, a conformed copy, certified by an officer of the Issuer to be in the form as originally filed, including all Incorporated Documents and exhibits and all amendments thereto. (ii) The Issuer will deliver to the Underwriters, as soon as practicable after the date hereof, as many copies of the Pricing Prospectus and Final Prospectus as they may reasonably request. (iii) The Issuer will cause or has caused the Final Prospectus to be filed with the Commission pursuant to Rule 424 as soon as practicable and advise the Underwriters of any stop order suspending the effectiveness of the Registration Statement or the institution of any proceeding therefor of which Issuer shall have received notice. The Issuer will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. The Issuer has complied and will comply with Rule 433 under the Securities Act in connection with the offering of the Bonds. (iv) If, during such period of time (not exceeding nine months) after the Final Prospectus has been filed with the Commission pursuant to Rule 424 as in the opinion of Counsel for the Underwriters a prospectus covering the Bonds is required by law to be delivered in connection with sales by an Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), any event relating to or affecting the Issuer, the Bonds or the Transition Property or of which the Issuer shall be advised in writing by the Representatives shall occur that in the Issuer’s reasonable judgment after consultation with Counsel for the Underwriters (as defined below) should be set forth in a supplement to, or an amendment of, the Pricing Prospectus, the Pricing Term Sheet and each other Issuer Free Writing Prospectus, considered together (the “Pricing Package”) or the Final Prospectus in order to make the Pricing Package or the Final Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Issuer will, at its expense, amend or supplement the Offering Memorandum Pricing Package or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof Final Prospectus by either (A) preparing and been furnished a copy thereof prior furnishing to the proposed Underwriters at the Issuer’s expense a reasonable number of copies of a supplement or supplements or an amendment or supplement and shall not have reasonably objected in writing within five amendments to the Pricing Package or the Final Prospectus or (5B) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all making an appropriate filing pursuant to Section 13 or Section 15 of the Notes and (ii) 90 days after Exchange Act, which will supplement or amend the date of this Agreement, any event occurs as a result of which the Preliminary Offering Memorandum Pricing Package or the Offering Memorandum Final Prospectus so that, as then amended supplemented or supplemented would include an amended, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Pricing Package or the Final Prospectus is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under which they were madethe Securities Act), not misleading; provided that should such event relate solely to the activities of any of the Underwriters, or if it is necessary at then such Underwriters shall assume the expense of preparing and furnishing any such time to amend amendment or supplement supplement. The Issuer will also fulfill its obligations set out in Section 3(e) above. (v) As soon as practicable, but not later than 16 months, after the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Lawdate hereof, the Issuer shall promptly notify will make generally available to its security holders, an earnings statement (which need not be audited) that will satisfy the Initial Purchaser thereof and shall prepare and deliver to the Initial Purchaser, at the expense provisions of Section 11 (a) of the Issuer, an amendment of or supplement to the Preliminary Offering Memorandum or the Offering Memorandum which will correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur any costs in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer and the Manager jointly and severally agree to reimburse the Initial Purchaser for such costs, provided that the untrue statement or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined in Section 13 hereof)Securities Act. (bvi) The Issuer will use its reasonable efforts to arrange furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Bonds for qualification or exemption of the Notes for offer and sale under the securities blue-sky laws of such jurisdictions as the Representatives may designate; provided that the Issuer shall not be required to qualify as a foreign limited liability company or “Blue Sky” dealer in securities, to file any consents to service of process under the laws of any state that jurisdiction, or meet any other requirements deemed by the Initial Purchaser shall reasonably request Issuer to be unduly burdensome. (vii) The Issuer or the Company will, except as herein provided, pay or cause to be paid all expenses and shall pay all reasonable expenses taxes (except transfer taxes) in connection with (i) the preparation and filing by it of the Registration Statement, Pricing Prospectus and Final Prospectus (including any amendments and supplements thereto) and any Issuer Free Writing Prospectuses, (ii) the issuance and delivery of the Bonds as provided in Section 7 hereof (including, without limitation, reasonable fees and disbursements of counselCounsel for the Underwriters and all trustee and rating agency fees), (iii) the qualification of the Bonds under blue-sky laws (including counsel fees not to exceed $10,000), and (iv) the printing and delivery to the Underwriters of reasonable quantities of the Registration Statement and, except as provided in connection Section 8(a)(iv) hereof, of the Pricing Prospectus and Final Prospectus. The Issuer shall not, however, be required to pay any amount for any expenses of the Underwriters, except that, if the obligation of the Underwriters to purchase the Bonds terminates in accordance with the qualification provisions of Section 7 (but excluding terminations arising thereunder out of an Underwriter default), 9, 10 or exemption 13 hereof, the Issuer will reimburse the Underwriters for the reasonable fees and disbursements of Counsel for the Underwriters, and will reimburse the Underwriters for their reasonable out-of-pocket expenses, in connection with the determination an aggregate amount not exceeding $200,000, incurred in contemplation of the eligibility performance of this Underwriting Agreement. The Issuer shall not in any event be liable to any of the Notes several Underwriters for investment under damages on account of loss of anticipated profits. (viii) During the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days after period from the date of this AgreementUnderwriting Agreement to the date that is five days after the Closing Date, provided that the Issuer will not be required not, without the prior written consent of the Representatives, offer, sell or contract to (i) qualify to do business in sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits asset-backed securities (other than those suits arising out of the offering or sale of the Notes) in any jurisdiction where it is not now so subject or (iii) subject it to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not now so subjectBonds). (cix) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 9(aa) of this Underwriting Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Issuer on or after the Closing Date, the Issuer shall furnish such documents and take such other actions. (x) For a period from the date of this Underwriting Agreement until the retirement of the Bonds or until such time as the Underwriters shall cease to maintain a secondary market in the Bonds, whichever occurs first, the Issuer shall file with the Commission, and to the extent permitted by and consistent with the Issuer’s obligations under applicable law, make available on the website associated with the Issuer’s parent, such periodic reports, if any, as are required (without regard to the number of holders of Bonds to the extent permitted by and consistent with the Issuer’s obligations under applicable law) from time to time under Section 13 or Section 15(d) of the Exchange Act, and the Issuer shall not, voluntarily suspend or terminate its filing obligations with the Commission. The Issuer shall also, to the extent permitted by and consistent with the Issuer’s obligations under applicable law, include in the periodic and other reports to be filed with the Commission as provided above, such information as required by Section 3.07(d) of the Indenture with respect to the Bonds. To the extent that the Issuer’s obligations are terminated or limited by an amendment to Section 3.07(d) of the Indenture, or otherwise, such obligations shall be correspondingly terminated or limited hereunder. (xi) The Issuer shallwill not file any amendment to the Registration Statement or amendment or supplement to the Final Prospectus or amendment or supplement to the Pricing Package during the period when a prospectus relating to the Bonds is required to be delivered under the Securities Act, without charge, provide prior notice to the Initial Purchaser Underwriters, or to which Xxxxx & XxXxxxx LLP, who are acting as many copies counsel for the Underwriters (“Counsel for the Underwriters”), shall reasonably object in writing. (xii) So long as any of the Preliminary Offering Memorandum Bonds are outstanding, the Issuer will furnish to the Representatives, if and to the Offering Memorandum extent not posted on the Issuer or its affiliate’s website, (A) as soon as available, a copy of each report of the Issuer filed with the Commission under the Exchange Act or mailed to the Bondholders (to the extent such reports are not publicly available on the Commission’s website), (B) a copy of any filings with the PUCT pursuant to the Financing Order including, but not limited to, any Issuance Advice Letter or any annual or more frequent True-Up Advice Letters, and (C) from time to time, any amendment thereof or supplement thereto information concerning the Issuer as the Initial Purchaser Representatives may reasonably request. (d) The Issuer (or any of its “affiliates” as defined in Regulation D under the Act), directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that is integrated with the sale of the Notes hereunder in a manner that would cause the exemption afforded by Section 4(2) of the Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Notes hereunder.

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser several Underwriters that: (ai) The Issuer will upon request promptly deliver to the Representatives and Counsel to the Underwriters a signed copy of the Registration Statement as originally filed or, to the extent a signed copy is not available, a conformed copy, certified by an officer of the Issuer to be in the form as originally filed, including all amendments thereto. (ii) The Issuer will deliver to the Underwriters, as soon as practicable after the date hereof, as many copies of the Pricing Prospectus and the Final Prospectus as they may reasonably request. (iii) The Issuer will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424 under the Securities Act (“Rule 424”) as soon as practicable and advise the Underwriters of any stop order suspending the effectiveness of the Registration Statement or the institution of any proceeding therefor of which Issuer shall have received notice. The Issuer will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. The Issuer has complied and will comply with Rule 433 in connection with the offering of the Bonds. (iv) As soon as practicable, but not later than 12 months after the date hereof, the Issuer will make generally available to its security holders, an earnings statement (which need not be audited) that will satisfy the provisions of Section 11(a) of the Securities Act with respect to the Bonds. (v) The Issuer will furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Bonds for offer and sale under the blue-sky laws of such jurisdictions as the Representatives may designate; provided that neither the Issuer, Mon Power nor MP Renaissance shall be required to qualify as a foreign limited liability company or dealer in securities, to file any consents to service of process under the laws of any jurisdiction, or meet any other requirements deemed by the Issuer, Mon Power or MP Renaissance, as applicable, to be unduly burdensome. (vi) The Issuer will not file any amendment to the Registration Statement or amendment or supplement to the Final Prospectus during the period when a prospectus relating to the Bonds is required to be delivered under the Securities Act, without prior notice to the Underwriters, or to which Xxx Xxxxxx LLP, who are acting as counsel for the Underwriters (“Counsel for the Underwriters”), shall reasonably object by written notice to Mon Power and the Issuer. (vii) If, during such period of time (not exceeding nine months) after the Final Prospectus has been filed with the Commission pursuant to Rule 424 as in the opinion of Counsel for the Underwriters a prospectus covering the Bonds is required by law to be delivered in connection with sales by an Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act (“Rule 172”)), any event relating to or affecting the Issuer, the Bonds or the Transferred Environmental Control Property or of which the Issuer shall be advised in writing by the Representatives shall occur that in the Issuer’s reasonable judgment after consultation with Counsel for the Underwriters should be set forth in a supplement to, or an amendment of, the Final Prospectus in order to make the Final Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172), the Issuer will, at its expense, amend or supplement the Offering Memorandum or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof Final Prospectus by either (A) preparing and been furnished a copy thereof prior furnishing to the proposed Underwriters at the Issuer’s expense a reasonable number of copies of a supplement or supplements or an amendment or supplement and shall not have reasonably objected in writing within five amendments to the Final Prospectus or (5B) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all making an appropriate filing pursuant to Section 13 or Section 15 of the Notes and (ii) 90 days after Exchange Act, which will supplement or amend the date of this AgreementFinal Prospectus so that, as supplemented or amended, it will not contain any event occurs as a result of which the Preliminary Offering Memorandum or the Offering Memorandum as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madewhen the Final Prospectus is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172), not misleading, or if it is necessary at any ; provided that should such time to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Law, the Issuer shall promptly notify the Initial Purchaser thereof and shall prepare and deliver event relate solely to the Initial Purchaseractivities of any of the Underwriters, at then such Underwriters shall assume the expense of preparing and furnishing any such amendment or supplement. (viii) The Issuer will, except as herein provided, pay or cause to be paid all expenses and taxes (except transfer taxes) in connection with (i) the Issuerpreparation and filing by it of the Registration Statement, an Pricing Prospectus and Final Prospectus, (ii) the issuance and delivery of the Bonds as provided in Section 8 hereof (including, without limitation, reasonable fees and disbursements of Counsel for the Underwriters and all trustee, rating agency and PSCWV financial advisor fees), (iii) the qualification of the Bonds under blue-sky laws, (iv) the printing and delivery to the Underwriters of reasonable quantities of the Registration Statement, the Pricing Prospectus and Final Prospectus and (v) any amendment of or supplement to the Preliminary Offering Memorandum Registration Statement, Pricing Prospectus, or the Offering Memorandum which will correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur any costs in connection Issuer Free Writing Prospectus required to be filed with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained Commission to correct any untrue statement of a material fact or failed to state a material fact omission of any statement necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading, the result of which requires the reforming of any contracts of sale of the Bonds made by the Underwriters (including any damages or other amounts payable in connection with legal and contractual liability). If this Underwriting Agreement shall be terminated in accordance with the provisions of Section 11 or 13 hereof, the Issuer shall not be required to pay any amount for any expenses of the Underwriters or for any fees and expenses of counsel for the Manager jointly and severally agree to PSCWV financial advisor, except that the Issuer will reimburse the Initial Purchaser Underwriters for such coststheir reasonable out-of-pocket expenses, provided that the untrue statement or omission in such Preliminary Offering Memorandum did an aggregate amount not relate solely to Initial Purchaser Information (as defined exceeding $100,000, incurred in Section 13 hereof). (b) The Issuer will use its reasonable efforts to arrange for qualification or exemption contemplation of the Notes performance of this Underwriting Agreement and will reimburse the Underwriters for sale under the securities or “Blue Sky” laws of any state that the Initial Purchaser shall reasonably request and shall pay all reasonable expenses (including reasonable fees and disbursements of counsel) Counsel for the Underwriters. The Issuer shall not in connection with the qualification or exemption and in connection with the determination any event be liable to any of the eligibility several Underwriters for damages on account of loss of anticipated profits. (ix) During the period from the date of this Underwriting Agreement to the date that is five days after the Closing Date, the Issuer will not, without the prior written consent of the Notes for investment under Representatives, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the laws of offering of, any asset-backed securities (other than the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of Bonds). (x) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 10(z) of this Underwriting Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Issuer on or after the Closing Date, the Issuer shall furnish such documents and take such other actions. (xi) For a period from the date on which Initial Purchaser shall have completed of this Underwriting Agreement until the initial resale of all retirement of the Notes Bonds or until such time as the Underwriters shall cease to maintain a secondary market in the Bonds, whichever occurs first, the Issuer shall, to the extent permitted by and consistent with the Issuer’s obligations under applicable law, make available on the website associated with the Issuer’s parent, such periodic reports, if any, as are required from time to time under Section 13 or Section 15(d) of the Exchange Act. The Issuer shall also, to the extent permitted by and consistent with the Issuer’s obligations under applicable law, include in the periodic and other reports to be filed with the Commission as provided above, such information as required by Section 3.07(e) of the Indenture with respect to the Bonds. To the extent that the Issuer’s obligations are terminated or limited by an amendment to Section 3.07(e) of the Indenture, or otherwise, such obligations shall be correspondingly terminated or limited hereunder. (xii) During a period of one year from the effective date of the Registration Statement, to furnish to the Representatives (A) as soon as they are available, copies of any reports and financial statements of the Issuer furnished to or filed with the Commission, other than such reports and financial statements that are publicly available on the Commission’s XXXXX system; and (yB) 90 days after such additional information concerning the business and financial condition of the Issuer as the Representatives may from time to time reasonably request (such financial statements to be on a consolidated basis to the extent the accounts of the Issuer are consolidated in reports furnished to its shareholders generally or to the Commission). (xiii) The Issuer will file with the Commission such information on Form 10-D or Form 10-K as may be required by Rule 463 under the Securities Act. (xiv) If the Issuer elects to rely upon Rule 462(b) under the Securities Act (“Rule 462(b)”), the Issuer shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of this Agreement, provided that and the Issuer will not be required to (i) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service shall at the time of process in suits (other than those suits arising out of the offering or sale of the Notes) in any jurisdiction where it is not now so subject or (iii) subject it to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not now so subject. (c) The Issuer shall, without charge, provide filing either pay to the Initial Purchaser as many copies Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of the Preliminary Offering Memorandum and the Offering Memorandum and any amendment thereof or supplement thereto as the Initial Purchaser may reasonably request. (dsuch fee pursuant to Rule 111(b) The Issuer (or any of its “affiliates” as defined in Regulation D under the Securities Act), directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that is integrated with the sale of the Notes hereunder in a manner that would cause the exemption afforded by Section 4(2) of the Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Notes hereunder.

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser Underwriter that: (ai) The Issuer will upon request promptly deliver to the Underwriter and Counsel for the Underwriter (as defined below) a conformed copy of the Registration Statement, certified by an officer of the Issuer to be in the form as originally filed and all amendments thereto. (ii) The Issuer will deliver to the Underwriter, as soon as practicable after the date hereof, as many copies of the Preliminary Prospectus and Prospectus as the Underwriter may reasonably request. (iii) The Issuer will cause or has caused the Prospectus to be filed with the Commission pursuant to Rule 424 under the Securities Act as soon as practicable and will advise the Underwriter of any stop order suspending the effectiveness of the Registration Statement or preventing the use of the Registration Statement, or the institution of any proceeding therefor of which the Issuer shall have received notice. The Issuer will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. The Issuer has complied and will comply with Rule 433 and Rule 163B under the Securities Act in connection with the offering of the Bonds. (iv) If, during such period of time (not exceeding nine months) after the Prospectus has been filed with the Commission pursuant to Rule 424 under the Securities Act as in the opinion of Counsel for the Underwriter a prospectus covering the Bonds is required by law to be delivered in connection with sales by the Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), any event relating to or affecting the Issuer, the Bonds or the Securitized Utility Tariff Property or of which the Issuer shall be advised in writing by the Underwriter shall occur that in the Issuer’s reasonable judgment after consultation with its counsel should be set forth in a supplement to, or an amendment of the Pricing Package or the Prospectus in order to make the Pricing Package or the Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Issuer will, at its expense, amend or supplement the Offering Memorandum Pricing Package or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof Prospectus by either (A) preparing and been furnished a copy thereof prior furnishing to the proposed Underwriter at the Issuer’s expense a reasonable number of copies of a supplement or supplements or an amendment or supplement and shall not have reasonably objected in writing within five amendments to the Pricing Package or the Prospectus or (5B) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all making an appropriate filing pursuant to Section 13 or Section 15 of the Notes and (ii) 90 days after Exchange Act, which will supplement or amend the date of this Agreement, any event occurs as a result of which the Preliminary Offering Memorandum Pricing Package or the Offering Memorandum Prospectus so that, as then amended supplemented or supplemented would include an amended, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Pricing Package or the Prospectus is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under which they were madethe Securities Act), not misleading, or if it is necessary at any ; provided that should such time to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Law, the Issuer shall promptly notify the Initial Purchaser thereof and shall prepare and deliver event relate solely to the Initial Purchaseractivities of the Underwriter, at then the Underwriter shall assume the expense of preparing and furnishing any such amendment or supplement. The Issuer will also fulfill its obligations set out in Section 3(f) above. The Issuer will advise the Issuer, an amendment of or Underwriter promptly in writing when any supplement to the Preliminary Offering Memorandum or the Offering Memorandum which will correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur any costs in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingPricing Package, the Issuer and Prospectus or any amendment to the Manager jointly and severally agree to reimburse the Initial Purchaser for such costs, provided that the untrue statement Prospectus has been filed or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined in Section 13 hereof)distributed. (bv) The Issuer will use its reasonable efforts to arrange furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Bonds for qualification or exemption of the Notes for offer and sale under the securities blue-sky laws of the states of the United States as the Underwriter may designate; provided that the Issuer shall not be required to qualify as a foreign limited liability company or “Blue Sky” dealer in securities, to file any consents to service of process under the laws of any state that jurisdiction, or meet any other requirements deemed by the Initial Purchaser shall reasonably request Issuer to be unduly burdensome. (vi) The Issuer will, except as herein provided, pay or cause to be paid all expenses and shall pay all reasonable expenses taxes (except transfer taxes) in connection with (i) the preparation and filing by it of the Registration Statement, Preliminary Prospectus and Prospectus (including any amendments and supplements thereto) and any Issuer Free Writing Prospectuses, (ii) the issuance and delivery of the Bonds as provided in Section 7 hereof (including, without limitation, certain reasonable fees and disbursements of counselCounsel for the Underwriter and all trustee, rating agency and KCC advisor fees), (iii) the qualification of the Bonds under blue-sky laws (including counsel fees not to exceed $15,000), (iv) the printing and delivery to the Underwriter of reasonable quantities of the Registration Statement and, except as provided in connection Section 8(a)(iv) hereof, of the Pricing Package and Prospectus. If the obligation of the Underwriter to purchase the Bonds terminates in accordance with the qualification provisions of Sections 9, 10 or exemption 12 hereof, the Issuer (i) will reimburse the Underwriter for the reasonable fees and disbursements of Counsel for the Underwriter, and (ii) will reimburse the Underwriter for its reasonable out-of-pocket expenses, such out-of-pocket expenses in connection with the determination an aggregate amount not exceeding $200,000, incurred in contemplation of the eligibility performance of this Underwriting Agreement. The Issuer shall not in any event be liable to the Notes Underwriter for investment under damages on account of loss of anticipated profits. (vii) During the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days after period from the date of this AgreementUnderwriting Agreement to the date that is five days after the Closing Date, the Issuer will not, without the prior written consent of the Underwriter, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any asset-backed securities (other than the Bonds). (viii) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 9(v) of this Underwriting Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Issuer on or after the Closing Date, the Issuer shall take all reasonable action to furnish such documents and take such other actions. (ix) For a period from the date of this Underwriting Agreement until the retirement of the Bonds or until such time as the Underwriter shall cease to maintain a secondary market in the Bonds, whichever occurs first, the Issuer shall file with the Commission, and to the extent permitted by and consistent with the Issuer’s obligations under applicable law, make available on the website associated with the Issuer’s parent, such periodic reports, if any, as are required (without regard to the number of holders of Bonds to the extent permitted by and consistent with the Issuer’s obligations under applicable law) from time to time under Section 13 or Section 15(d) of the Exchange Act; provided that the Issuer will shall not be required to (i) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits (other than those suits arising out voluntarily suspend or terminate its filing obligations with the Commission unless permitted under applicable law and the terms of the offering Issuer Documents. The Issuer shall also, to the extent permitted by and consistent with the Issuer’s obligations under applicable law, include in the periodic and other reports to be filed with the Commission as provided above or sale posted on the website associated with the Issuer’s parent, such information as required by Section 3.07(g) of the NotesIndenture with respect to the Bonds. To the extent that the Issuer’s obligations are terminated or limited by an amendment to Section 3.07(g) in any jurisdiction where it is not now so subject of the Indenture, or (iii) subject it to taxation in excess of a nominal dollar amount in any otherwise, such jurisdiction where it is not now so subjectobligations shall be correspondingly terminated or limited hereunder. (cx) The Issuer shalland Atmos Energy will not file any amendment to the Registration Statement or amendment or supplement to the Prospectus or amendment or supplement to the Pricing Package during the period when a prospectus relating to the Bonds is required to be delivered under the Securities Act, without charge, provide prior notice to the Initial Purchaser Underwriter, or to which Xxxxxx Xxxxxxx Xxxxx LLP, who are acting as many copies counsel for the Underwriter (“Counsel for the Underwriter”), shall reasonably object by written notice to Atmos Energy and the Issuer. (xi) So long as any of the Preliminary Offering Memorandum Bonds are outstanding, the Issuer will furnish to the Underwriter, if and to the Offering Memorandum extent not posted on XXXXX or the Issuer or its affiliate’s website, (A) as soon as available, a copy of each report of the Issuer filed with the Commission under the Exchange Act or mailed to the holders of the Bonds (to the extent such reports are not publicly available on the Commission’s website), (B) upon request, a copy of any filings with the KCC pursuant to the Financing Order including, but not limited to, any issuance advice letter or any semi-annual, interim or quarterly True-Up Adjustment filings, and (C) from time to time, any amendment thereof or supplement thereto information concerning the Issuer as the Initial Purchaser Underwriter may reasonably request. (dxii) The So long as the Bonds are rated by any Rating Agency, the Issuer (or any of its “affiliates” as defined in Regulation D under the Act), directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that is integrated will comply with the sale 17g-5 Representations, other than (x) any noncompliance of the Notes hereunder in a manner 17g-5 Representations that would cause not have a material adverse effect on the exemption afforded by Section 4(2) rating of the Act Bonds or the safe harbor of Regulation S thereunder to cease to be applicable to Bonds or (y) any noncompliance arising from the offer and sale breach by the Underwriter of the Notes hereunderrepresentations and warranties and covenants set forth in Section 13 hereof.

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser thatSubscriber: (a) The Issuer shall not amend or supplement notify the Offering Memorandum Subscriber promptly following the time when any subsequent amendment to the Registration Statement has become effective or any amendment thereof or subsequent supplement thereto unless the Initial Purchaser previously shall have been advised thereof and been furnished a copy thereof prior to the proposed Prospectus (including a free writing prospectus), not including an amendment or supplement solely by virtue of incorporation by reference, has been filed. The Issuer shall prepare and file with the Commission, promptly upon the Subscriber’s request, any amendments or supplements to the Registration Statement or the Prospectus that, in the Subscriber’s reasonable opinion, may be necessary or advisable in connection with the offering of the New Common Shares by the Subscriber. The Issuer shall file promptly all reports and any definitive proxy or information statements required to be filed by the Issuer with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act or with any government or regulatory body pursuant to the laws of Italy or the rules and regulations of CONSOB or the Market. The Issuer shall cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the prescribed time period. (b) The Issuer shall retain in accordance with Commission rules and regulations all free writing prospectuses not have reasonably objected in writing within five (5) Business Days after being furnished a copy thereof. If, required to be filed pursuant to such rules and regulations; and if at any time during the period beginning on after the date hereof and ending on the earlier of (i) the date on which Initial Purchaser any events shall have completed the initial resale of all of the Notes and (ii) 90 days after the date of this Agreement, any event occurs occurred as a result of which the Preliminary Offering Memorandum or the Offering Memorandum any free writing prospectus, as then amended or supplemented supplemented, would conflict with the information in the Registration Statement or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or or, if for any other reason it is shall be necessary at any such time to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum any free writing prospectus, to comply with any Applicable Law, the Issuer shall promptly notify the Initial Purchaser thereof Subscriber and, upon its request, to file such document and shall prepare and deliver furnish without charge to the Initial Purchaser, at the expense Subscriber a copy of the Issuer, an amendment of amended or supplement to the Preliminary Offering Memorandum or the Offering Memorandum which supplemented free writing prospectus that will correct such conflict, statement or omission or effect such compliance. (c) The Issuer shall promptly advise the Subscriber of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for additional information with respect thereto or of notice of institution of proceedings for or the entry of a stop order suspending the effectiveness of the Registration Statement by the Commission and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, use its best efforts to obtain the lifting or removal of such order as soon as possible. In The Issuer shall promptly advise the Subscriber of any proposal to amend or supplement (including through a free writing prospectus) the Registration Statement or Prospectus, including by filing any documents that would be incorporated therein by reference, and to file no such amendment or supplement (including a free writing prospectus) to which the Subscriber shall object in writing. (d) The Issuer shall make available to the Subscriber, and from time to time furnish to the Subscriber, copies of the Prospectus (or the Prospectus as amended or supplemented if the Issuer shall have made any amendments or supplements (including a free writing prospectus)) in such quantities and at such locations as the Subscriber may reasonably request for the purposes contemplated by the Securities Act, which Prospectus and any amendments or supplements thereto furnished to the Subscriber will be materially identical to the version created to be transmitted to the Commission for filing via XXXXX, except to the extent permitted by Regulation S-T. For so long as this Agreement is in effect, the Issuer shall prepare and file promptly such amendments or supplements to the Registration Statement and the Prospectus as may be necessary to comply with the requirements of Section 10(a)(3) of the Securities Act. (e) The Issuer shall promptly notify the Subscriber upon the happening of any event known to the Issuer which, in the reasonable judgment of the Issuer, would require the making of any change in the Prospectus then being used, or in the information incorporated by reference therein, so that the Initial Purchaser shall incur any costs in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any Prospectus would not include an untrue statement of material fact or failed omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, during such time period, to prepare and file with the Commission, at the Issuer’s expense, such amendments or supplements to such Prospectus as may be necessary to reflect any such change and to furnish the Subscriber with a copy of such proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly to furnish, at the Issuer’s expense, to the Subscriber, copies in such quantities and at such locations as the Subscriber may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Prospectus so that the Prospectus as so amended or supplemented (i) will reflect such change, (ii) will not, in the light of the circumstances when it is so delivered, be misleading and (iii) will comply with applicable securities laws. During the period between the happening of any such event and the delivery to the Subscriber of such amendment of supplement, the Issuer shall not be entitled to deliver Share Issue Notice, and the Manager jointly and severally agree to reimburse the Initial Purchaser any pending Share Issue Notice for such costs, provided that the untrue statement or omission in such Preliminary Offering Memorandum did which a Settlement Date has not relate solely to Initial Purchaser Information (as defined in Section 13 hereof)yet occurred shall automatically be cancelled. (bf) The Issuer will use its reasonable efforts shall furnish such information as may be required and otherwise to arrange cooperate in qualifying the New Common Shares for qualification or exemption of the Notes for offering and sale under the securities or “Blue Sky” laws of Italy and to maintain such qualifications in effect so long as required for the distribution of the New Common Shares. The Issuer shall promptly advise the Subscriber of the receipt by the Issuer of any state that notification with respect to the Initial Purchaser shall reasonably request and suspension of the qualification of the New Common Shares for sale in Italy or the initiation or threatening of any proceeding for such purpose. (g) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Issuer shall pay all reasonable expenses (including reasonable of its costs, expenses, fees and disbursements of counsel) in connection with the qualification or exemption taxes incident to and in connection with (i) the determination authorization, issuance, sale and delivery of the eligibility New Common Shares and any stamp duties or other taxes payable in that connection, and the preparation and printing of certificates for the New Common Shares; (ii) the preparation, printing and filing under the Securities Act of the Notes for investment Registration Statement (including any exhibits thereto), the Prospectus, any free writing prospectus and any amendment or supplement thereto; (iii) the distribution of the Registration Statement (including any exhibits thereto), the Prospectus, any free writing prospectus and any amendment or supplement thereto, or any document incorporated by reference therein, all as provided in this Agreement; (iv) the inclusion of the New Common Shares on the Market and the NASDAQ Stock Market and/or any exchange; (v) the qualification of the New Common Shares under the securities laws of Italy; and (vi) all other costs and expenses incident to the jurisdictions that performance of the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions obligations of the Issuer under this Agreement. (h) The Issuer shall apply the net proceeds from the sale of the New Common Shares in effect the manner set forth in such jurisdictions until the earlier Prospectus. (i) At any time during the term of (x) this Agreement, as supplemented from time to time, the date on which Initial Purchaser Issuer shall advise the Subscriber immediately after it shall have completed received notice or obtained knowledge thereof, of any information or fact that would alter or affect any opinion, certificate, letter or other document provided to the initial resale of all of the Notes and (y) 90 days after the date of Subscriber pursuant to this Agreement, provided that the Issuer will shall have no obligation to notify the Subscriber when the Registration Statement has been amended or the Prospectus has been supplemented solely by virtue of incorporation by reference. (j) The Issuer shall use its best efforts to cause the New Common Shares to be listed on the Market and to maintain such listing and to file with the Market all documents and notices required by CONSOB or the Market of companies that have securities that are listed on the Market. (k) The Issuer shall engage and maintain, at its expense, a registrar and transfer agent in Italy for the Common Shares. (l) The Issuer shall not be required to (i) qualify take, directly or indirectly, any action designed to do business stabilize or manipulate the price of any security of the Issuer, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any jurisdiction it is not now so qualifiedsecurity of the Issuer, to facilitate the sale or resale of any of the New Common Shares, (ii) take sell, bid for, purchase or pay any action that would subject it to service of process in suits person (other than those suits arising out as contemplated by the provisions of this Agreement) any compensation for soliciting purchases of the offering or sale of the Notes) in any jurisdiction where it is not now so subject New Common Shares, or (iii) subject it pay or agree to taxation in excess pay to any person any compensation for soliciting any order to purchase any other securities of a nominal dollar amount in any such jurisdiction where it is not now so subjectthe Issuer other than as contemplated by the provisions of this Agreement. (cm) The Issuer shall, without charge, provide to the Initial Purchaser as many copies shall comply with all of the Preliminary Offering Memorandum and provisions of any undertakings in the Offering Memorandum and any amendment thereof or supplement thereto as the Initial Purchaser may reasonably requestRegistration Statement. (dn) The Issuer shall cause Stonefield Xxxxxxxxx, Inc. to deliver, within 10 Business Days after each occasion upon which the Issuer files its quarterly report on Form 10-Q for its first or third fiscal quarter during the term of this Agreement, in form and substance satisfactory to the Subscriber, confirming that Stonefield Xxxxxxxxx, Inc. is an independent registered public accounting firm within the meaning of the Securities Act and the rules and regulations of the Public Company Accounting Oversight Board and is in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission; stating that in their opinion the financial statements and schedules included or incorporated by reference in the Registration Statement and the Prospectus as of the date of such letter comply in form in all material respects with the applicable accounting requirements of the Securities Act and containing such other statements and information as is ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial and statistical information included or incorporated by reference in the Registration Statement as of the date of such letter. (or any of its “affiliates” as defined in Regulation D under the Act), directly or through any agent, o) The Issuer shall not sell, offer for sale or solicit offers to buy or otherwise negotiate deliver a Share Issue Notice on any date if each of the conditions set forth in respect Section 4.1 are not fulfilled as of any “security” such date. (as defined p) The Issuer shall comply with all applicable laws in the Act) that is integrated connection with the sale of the Notes hereunder in a manner that would cause the exemption afforded transactions contemplated by Section 4(2) of the Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Notes hereunderthis Agreement.

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser several Underwriters that: (ai) The If, during such period of time (not exceeding nine months) after the Final Prospectus has been filed with the Commission pursuant to Rule 424 as in the opinion of Counsel for the Underwriters (as defined below) a prospectus covering the Bonds is required by law to be delivered in connection with sales by an Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), any event relating to or affecting the Issuer, the Bonds or the Storm Recovery Property or of which the Issuer shall be advised in writing by the Representatives shall occur that in the Issuer’s reasonable judgment after consultation with Counsel for the Underwriters should be set forth in a supplement to, or an amendment of, the Final Prospectus in order to make the Final Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Issuer will promptly notify the Representatives of such event and, at its expense, amend or supplement the Offering Memorandum or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof Final Prospectus by either (A) preparing and been furnished a copy thereof prior furnishing to the proposed Underwriters at the Issuer’s expense a reasonable number of copies of a supplement or supplements or an amendment or supplement and shall not have reasonably objected in writing within five amendments to the Final Prospectus or (5B) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all making an appropriate filing pursuant to Section 13 or Section 15 of the Notes and (ii) 90 days after Exchange Act, which will supplement or amend the date of this AgreementFinal Prospectus so that, as supplemented or amended, it will not contain any event occurs as a result of which the Preliminary Offering Memorandum or the Offering Memorandum as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Final Prospectus is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under which they were madethe Securities Act), not misleading; provided that should such event relate solely to the activities of any of the Underwriters, or if it is necessary at then such Underwriters shall assume the expense of preparing and furnishing any such time amendment or supplement. (ii) The Issuer or CPL will, except as herein provided, pay or cause to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Lawbe paid, the Issuer shall promptly notify the Initial Purchaser thereof all reasonable costs and shall prepare and deliver to the Initial Purchaser, at the expense expenses of the Issuer, an CPL and the Trustee and certain costs and expenses of the Underwriters as specifically set forth herein incident to the performance of the obligations hereunder, including, without limiting the generality of the foregoing, (A) all costs, taxes and expenses incident to the issue and delivery of the Bonds to the Underwriters, (B) all costs and expenses incident to the preparation, printing, reproduction and distribution of the Registration Statement as originally filed with the Commission and each amendment of or supplement to thereto, the Preliminary Offering Memorandum or Pricing Prospectus (including any amendments and supplements thereto), the Offering Memorandum which will correct such statement or omission or effect such compliance. In Final Prospectus (including any amendments and supplements thereto), and any Issuer Free Writing Prospectuses, (C) all reasonable fees, disbursements and expenses of (1) the event that Issuer’s counsel, (2) CPL’s counsel, (3) the Initial Purchaser shall incur any costs Trustee’s counsel, (4) the Underwriters’ counsel, (5) the Issuer’s accountants and (6) CPL’s accountants, (D) all fees charged by the Rating Agencies in connection with the reformation rating of a contract the Bonds, (E) all fees of DTC in connection with the book-entry registration of the Bonds, (F) all costs and expenses incurred in connection with the qualification of the Bonds for sale under the laws of such jurisdictions in the United States as the Representatives may designate, together with costs and expenses in connection with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement filing with the National Association of material fact or failed Securities Dealers with respect with the transactions contemplated hereby (including reasonable counsel fees not to state a material fact necessary in order to make the statements thereinexceed $10,000), in the light (G) and all costs and expenses of printing and distributing all of the circumstances under which they were madedocuments in connection with the Bonds, not misleadingand (H) all fees, costs and expenses of the Issuer LPSC and its advisors and counsel in connection with the Manager jointly and severally agree to reimburse issuance of the Initial Purchaser for such costs, provided that the untrue statement or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined in Section 13 hereof)Bonds. (biii) The Issuer will use its reasonable efforts cause the Pricing Prospectus and the Final Prospectus to arrange for qualification or exemption be filed with the Commission pursuant to Rule 424 as soon as practicable and advise the Underwriters of any stop order suspending the effectiveness of the Notes for sale Registration Statement or the institution of any proceeding therefor of which Issuer shall have received notice. The Issuer has complied and will comply with Rule 433 under the securities or “Blue Sky” laws Securities Act in connection with the offering of the Bonds. (iv) If the sale of the Bonds provided for herein is not consummated because any condition set forth in Section 8 hereof is not satisfied, because of any state that termination pursuant to Section 11 hereof or because of any refusal, inability or failure on the Initial Purchaser shall reasonably request and shall pay all reasonable expenses part of CPL or the Issuer to perform any agreement herein or comply with any provision hereof other than by reason of a default (including under Section 6) by any of the Underwriters, CPL or the Issuer will reimburse the Underwriters upon demand for the reasonable fees and disbursements of counsel) Counsel for the Underwriters, and will reimburse the Underwriters for their reasonable out-of-pocket expenses, in an aggregate amount not exceeding $200,000, incurred by them in connection with the qualification or exemption proposed purchase and in connection with the determination sale of the eligibility Bonds. The Issuer shall not in any event be liable to any of the Notes several Underwriters for investment under damages on account of loss of anticipated profits. (v) During the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days after period from the date of this AgreementUnderwriting Agreement to the date that is five days after the Closing Date, the Issuer will not, without the prior written 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 (other than the Bonds). (vi) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 8(w) of this Underwriting Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Issuer on or after the Closing Date, the Issuer shall furnish such documents and take such other actions. (vii) For a period from the date of this Underwriting Agreement until the retirement of the Bonds or until such time as the Underwriters shall cease to maintain a secondary market in the Bonds, whichever occurs first, the Issuer shall file with the Commission, and to the extent permitted by and consistent with the Issuer’s obligations under applicable law, make available on the website associated with the Issuer’s parent or affiliate, such periodic reports, if any, as are required (without regard to the number of holders of Bonds to the extent permitted by and consistent with the Issuer’s obligations under applicable law) from time to time under Section 13 or Section 15(d) of the Exchange Act, provided that nothing herein shall prevent the Issuer will not from suspending or terminating its filing obligations with the Commission as and to the extent permitted by law. The Issuer shall also, to the extent permitted by and consistent with the Issuer’s obligations under applicable law, include in the periodic and other reports to be filed with the Commission as provided above, such information as required to (iby Section 3.07(d) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits (other than those suits arising out of the offering Indenture with respect to the Bonds. To the extent that the Issuer’s obligations are terminated or sale limited by an amendment to Section 3.07(d) of the Notes) in any jurisdiction where it is not now so subject Indenture, or (iii) subject it to taxation in excess of a nominal dollar amount in any otherwise, such jurisdiction where it is not now so subjectobligations shall be correspondingly terminated or limited hereunder. (cviii) The Issuer shallwill furnish to the Representatives and Counsel for the Underwriters, without charge, provide to copies of the Initial Purchaser Registration Statement (including exhibits thereto), and as many copies of the Preliminary Offering Memorandum Pricing Prospectus and the Offering Memorandum Final Prospectus and any amendment thereof or supplement thereto as the Initial Purchaser Representatives may reasonably request. (dix) The So long as any of the Bonds are outstanding, the Issuer will furnish to the Representatives, if and to the extent not posted on the Issuer or its affiliate’s website, (A) as soon as available, a copy of each report of the Issuer filed with the Commission under the Exchange Act or mailed to Bondholders (to the extent such reports are not publicly available on the Commission’s website), (B) a copy of any filings with the LPSC pursuant to the Securitization Act and the Financing Order including, but not limited to, any Issuance Advice Letter or any of its “affiliates” annual or more frequent True-Up Advice Letters, and (C) from time to time, any information concerning the Issuer as defined in Regulation D under the Act), directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that is integrated with the sale of the Notes hereunder in a manner that would cause the exemption afforded by Section 4(2) of the Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Notes hereunderRepresentatives may reasonably request.

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser several Underwriters that: : If, during such period of time (anot exceeding nine months) The after the Final Prospectus has been filed with the Commission pursuant to Rule 424 under the Securities Act ("Rule 424") as in the opinion of Counsel for the Underwriters (as defined below) a prospectus covering the Bonds is required by law to be delivered in connection with sales by an Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), any event relating to or affecting the Issuer, the Bonds or the Transition Property or of which the Issuer shall be advised in writing by the Representatives shall occur that in the Issuer's reasonable judgment after consultation with Counsel for the Underwriters should be set forth in a supplement to, or an amendment of, the Final Prospectus in order to make the Final Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Issuer will promptly notify the Representatives of such event and, at its expense, amend or supplement the Offering Memorandum or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof Final Prospectus by either (A) preparing and been furnished a copy thereof prior furnishing to the proposed Underwriters at the Issuer's expense a reasonable number of copies of a supplement or supplements or an amendment or supplement and shall not have reasonably objected in writing within five amendments to the Final Prospectus or (5B) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all making an appropriate filing pursuant to Section 13 or Section 15 of the Notes and (ii) 90 days after Exchange Act, which will supplement or amend the date of this AgreementFinal Prospectus so that, as supplemented or amended, it will not contain any event occurs as a result of which the Preliminary Offering Memorandum or the Offering Memorandum as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Final Prospectus is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under which they were madethe Securities Act), not misleading; provided that should such event relate solely to the activities of any of the Underwriters, or if it is necessary at then such Underwriters shall assume the expense of preparing and furnishing any such time amendment or supplement. The Issuer or ETI will, except as herein provided, pay or cause to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Lawbe paid, the Issuer shall promptly notify the Initial Purchaser thereof all reasonable costs and shall prepare and deliver to the Initial Purchaser, at the expense expenses of the Issuer, an the Indenture Trustee and the Underwriters incident to the performance of the obligations hereunder, including, without limiting the generality of the foregoing, (A) all costs, taxes and expenses incident to the issue and delivery of the Bonds to the Underwriters; (B) all costs and expenses incident to the preparation, printing, reproduction and distribution of the Registration Statement as originally filed with the Commission and each amendment of or supplement to thereto, the Preliminary Offering Memorandum or Pricing Prospectus (including any amendments and supplements thereto), the Offering Memorandum which will correct such statement or omission or effect such compliance. In Final Prospectus (including any amendments and supplements thereto), and any Issuer Free Writing Prospectuses; (C) all reasonable fees, disbursements and expenses of (1) the event that Issuer's counsel, (2) ETI's counsel, (3) the Initial Purchaser shall incur any costs Indenture Trustee's counsel, (4) Counsel for the Underwriters, (5) the Issuer's accountants and (6) ETI's accountants; (D) all fees charged by the Rating Agencies in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light rating of the circumstances under which they were made, not misleading, Bonds; (E) all fees of DTC in connection with the Issuer and the Manager jointly and severally agree to reimburse the Initial Purchaser for such costs, provided that the untrue statement or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined in Section 13 hereof). (b) The Issuer will use its reasonable efforts to arrange for qualification or exemption book-entry registration of the Notes Bonds; (F) all costs and expenses incurred in connection with the qualification of the Bonds for sale under the securities or “Blue Sky” laws of such jurisdictions in the United States as the Representatives may designate, together with costs and expenses in connection with any state that filing with FINRA with respect to the Initial Purchaser shall reasonably request and shall pay all reasonable expenses transactions contemplated hereby (including counsel fees not to exceed $10,000); and (G) and all costs and expenses of printing and distributing all of the documents in connection the Bonds. The Issuer will cause the Pricing Prospectus and the Final Prospectus to be filed with the Commission pursuant to Rule 424 as soon as practicable and advise the Underwriters of any stop order suspending the effectiveness of the Registration Statement or the institution of any proceeding therefor of which Issuer shall have received notice. The Issuer has complied and will comply with Rule 433 under the Securities Act in connection with the offering of the Bonds. If the sale of the Bonds provided for herein is not consummated because any condition set forth in Section 9 hereof is not satisfied, because of any termination pursuant to Section 12 hereof or because of any refusal, inability or failure on the part of ETI or the Issuer to perform any agreement herein or comply with any provision hereof other than by reason of a default (including under Section 7) by any of the Underwriters, ETI or the Issuer will reimburse the Underwriters upon demand for the reasonable fees and disbursements of counsel) Counsel for the Underwriters, and will reimburse the Underwriters for their reasonable out-of-pocket expenses, in an aggregate amount not exceeding $200,000, incurred by them in connection with the qualification or exemption proposed purchase and in connection with the determination sale of the eligibility Bonds. The Issuer shall not in any event be liable to any of the Notes several Underwriters for investment under damages on account of loss of anticipated profits. During the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days after period from the date of this AgreementUnderwriting Agreement to the date that is five days after the Closing Date, provided that the Issuer will not be required not, without the prior written consent of the Representatives, offer, sell or contract to (i) qualify to do business in sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits asset-backed securities (other than those suits arising out the Bonds). To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 9(dd) of this Underwriting Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Issuer on or after the Closing Date, the Issuer shall furnish such documents and take such other actions. For a period from the date of this Underwriting Agreement until the retirement of the offering Bonds or sale until such time as the Underwriters shall cease to maintain a secondary market in the Bonds, whichever occurs first, the Issuer shall file with the Commission, and to the extent permitted by and consistent with the Issuer's obligations under applicable law, make available on the website associated with the Issuer's parent or affiliate, such periodic reports, if any, as are required (without regard to the number of holders of Bonds to the extent permitted by and consistent with the Issuer's obligations under applicable law) from time to time under Section 13 or Section 15(d) of the Notes) in any jurisdiction where it is Exchange Act, and the Issuer shall not now so subject voluntarily suspend or (iii) subject it to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not now so subject. (c) terminate its filing obligations with the Commission. The Issuer shallshall also, to the extent permitted by and consistent with the Issuer's obligations under applicable law, include in the periodic and other reports to be filed with the Commission as provided above, such information as required by Section 3.07(g) of the Indenture with respect to the Bonds. To the extent that the Issuer's obligations are terminated or limited by an amendment to Section 3.07(g) of the Indenture, or otherwise, such obligations shall be correspondingly terminated or limited hereunder. The Issuer will furnish to the Representatives and Counsel for the Underwriters, without charge, provide to copies of the Initial Purchaser Registration Statement (including exhibits thereto), and as many copies of the Preliminary Offering Memorandum Pricing Prospectus and the Offering Memorandum Final Prospectus and any amendment thereof or supplement thereto as the Initial Purchaser Representatives may reasonably request. So long as any of the Bonds are outstanding, the Issuer will furnish to the Representatives, if and to the extent not posted on the Issuer or its affiliate's website, (A) as soon as available, a copy of each report of the Issuer filed with the Commission under the Exchange Act or mailed to Bondholders (to the extent such reports are not publicly available on the Commission's website), (B) a copy of any filings with the PUCT pursuant to the Financing Act and the Financing Order including, but not limited to, any Issuance Advice Letter or any annual or more frequent True-Up Advice Letters, and (C) from time to time, any information concerning the Issuer as the Representatives may reasonably request. (d) The Issuer (or any of its “affiliates” as defined in Regulation D under the Act), directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that is integrated with the sale of the Notes hereunder in a manner that would cause the exemption afforded by Section 4(2) of the Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Notes hereunder.

Covenants of the Issuer. The Issuer covenants and agrees with for the Initial Purchaser thatbenefit of Ambac as follows: (a) The Issuer shall not amend or supplement it will comply with the Offering Memorandum or any amendment thereof or supplement thereto unless undertakings and covenants set out in the Initial Purchaser previously shall have been advised thereof and been furnished Finance Documents to which it is a copy thereof prior to the proposed amendment or supplement and shall not have reasonably objected party including without limitation in writing within five (5) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all Clause 4 of the Notes and (ii) 90 days after the date of Subscription Agreement as if such covenants were incorporated mutatis mutandis into this Agreement, any event occurs as a result of which the Preliminary Offering Memorandum or the Offering Memorandum as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any such time to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Law, the Issuer shall promptly notify the Initial Purchaser thereof and shall prepare and deliver to the Initial Purchaser, at the expense of the Issuer, an amendment of or supplement to the Preliminary Offering Memorandum or the Offering Memorandum which will correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur any costs in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer and the Manager jointly and severally agree to reimburse the Initial Purchaser for such costs, provided that the untrue statement or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined in Section 13 hereof).; (b) The Issuer it will use its reasonable efforts forthwith notify Ambac of anything which has or may reasonably be expected to arrange for qualification have rendered untrue or exemption incorrect in any respect any of the Notes for sale under representations and warranties in Clause 2.1 of this Agreement and which is material in the securities or “Blue Sky” laws of any state that the Initial Purchaser shall reasonably request and shall pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with the qualification or exemption and in connection with the determination context of the eligibility issue and offering of the Notes for investment under the laws Bonds and of the jurisdictions that transactions contemplated by the Initial Purchaser may reasonably designate and will continue such qualifications Finance Documents or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all issue of the Notes and (y) 90 days after the date of this Agreement, provided that the Issuer will not be required to (i) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits (other than those suits arising out of the offering or sale of the Notes) in any jurisdiction where it is not now so subject or (iii) subject it to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not now so subject.Financial Guarantee; (c) The Issuer shallit will provide Ambac with any information, without chargenotices, provide to including, inter alia, management accounts (in such form as they are produced by the Initial Purchaser as many copies of Issuer), audited financial statements and other financial information promptly on request after the Preliminary Offering Memorandum and the Offering Memorandum and any amendment thereof or supplement thereto as the Initial Purchaser may reasonably request.same become available; (d) The subject to Applicable Requirements, that the duties and obligations of the Issuer herein shall continue in full force and effect until all of the obligations of all Obligors under the Finance Documents have been fully and irrevocably discharged, notwithstanding payment by the Issuer or the Guarantor of all amounts due in respect of the Bonds; (e) that, prior to the Trustee presenting a Notice of Demand to Ambac, the Issuer will have utilised all other financial resources available to it for the purposes of paying interest and/or principal and/or any other sums due to the Bondholders of the relevant Bonds; (f) subject to Applicable Requirements, it will, upon reasonable prior notice by Ambac make appropriate management personnel available for a meeting (whether conducted over the telephone or otherwise) with Ambac at a mutually acceptable time and place to discuss the Issuer's operational and financial performance over the preceding financial year and its financial plans for the next three years; (g) subject to Applicable Requirements, it will, as soon as reasonably practicable after request by Ambac, provide appropriate personnel for a meeting (whether conducted over the telephone or otherwise) with Ambac at a mutually acceptable time and place if there occurs a significant change in the financial position of the Issuer or any Subsidiary which is material to the Issuer as shown in its most recent financial statements or in any report produced by OFGEM concerning the Issuer or any of its “affiliates” as defined Subsidiaries; (h) in Regulation D consideration for Ambac's issuance of the Financial Guarantee, it will, on the terms and subject to the conditions of this Agreement: (i) pay or procure the payment, from time to time, of any Guarantee Fees due and payable to Ambac in accordance with the Guarantee Fee Letter and this Agreement; (ii) promptly pay to Ambac, all and any sums and fees due and payable to Ambac under the Act)Finance Documents including, for the avoidance of doubt, (if applicable) the amount equal to the loss, liability or cost which Ambac determines will be or has been (directly or through indirectly) suffered for or on account of any agent, shall not sell, offer for sale Tax by Ambac (except any Tax by reference to the net income received or solicit offers to buy receivable by Ambac) or otherwise negotiate in respect of, or applicable to, the payment of such sums and fees, as provided for in the Finance Documents; (iii) indemnify and reimburse Ambac on the terms of this Agreement; (i) it will not carry on or engage in any “security” business or activity other than acting as a finance vehicle for the purposes of borrowing money or raising Financial Indebtedness (as defined in the Actterms and conditions at the Bonds) that is integrated with and/or lending to affiliated companies and/or holding cash deposits or other investment; and (j) it will not enter into any agreement or transaction constituting a currency or interest rate swap, cap or collar arrangement, forward exchange transaction, option, warrant, forward rate agreement, futures contract or other derivative instrument of any kind for the sale hedging or management of the Notes hereunder in a manner that would cause the exemption afforded by Section 4(2) of the Act foreign exchange or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Notes hereunderinterest rate risks or any other inflation rate risks or similar derivative instruments.

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser several Underwriters that: (ai) The Issuer will upon request promptly deliver to the Representatives and Counsel to the Underwriters a signed copy of the Registration Statement as originally filed or, to the extent a signed copy is not available, a conformed copy, certified by an officer of the Issuer to be in the form as originally filed, including all amendments thereto. (ii) The Issuer will deliver to the Underwriters, as soon as practicable after the date hereof, as many copies of the Pricing Prospectus and the Final Prospectus as they may reasonably request. (iii) The Issuer will cause the Pricing Prospectus and the Final Prospectus to be filed with the Commission pursuant to Rule 424 under the Securities Act (“Rule 424”) as soon as practicable and advise the Underwriters of any stop order suspending the effectiveness of the Registration Statement or the institution of any proceeding therefor of which Issuer shall have received notice. The Issuer will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. The Issuer has complied and will comply with Rule 433 in connection with the offering of the Bonds. (iv) As soon as practicable, but not later than 12 months after the date hereof, the Issuer will make generally available to its security holders, an earnings statement (which need not be audited) that will satisfy the provisions of Section 11(a) of the Securities Act with respect to the Bonds. (v) The Issuer will furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Bonds for offer and sale under the blue-sky laws of such jurisdictions as the Representatives may designate; provided that neither the Issuer, Potomac Edison nor PE Renaissance shall be required to qualify as a foreign limited liability company or dealer in securities, to file any consents to service of process under the laws of any jurisdiction, or meet any other requirements deemed by the Issuer, Potomac Edison or PE Renaissance, as applicable, to be unduly burdensome. (vi) The Issuer will not file any amendment to the Registration Statement or amendment or supplement to the Final Prospectus during the period when a prospectus relating to the Bonds is required to be delivered under the Securities Act, without prior notice to the Underwriters, or to which Dxx Xxxxxx LLP, who are acting as counsel for the Underwriters (“Counsel for the Underwriters”), shall reasonably object by written notice to Potomac Edison and the Issuer. (vii) If, during such period of time (not exceeding nine months) after the Final Prospectus has been filed with the Commission pursuant to Rule 424 as in the opinion of Counsel for the Underwriters a prospectus covering the Bonds is required by law to be delivered in connection with sales by an Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act (“Rule 172”)), any event relating to or affecting the Issuer, the Bonds or the Transferred Environmental Control Property or of which the Issuer shall be advised in writing by the Representatives shall occur that in the Issuer’s reasonable judgment after consultation with Counsel for the Underwriters should be set forth in a supplement to, or an amendment of, the Final Prospectus in order to make the Final Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172), the Issuer will, at its expense, amend or supplement the Offering Memorandum or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof Final Prospectus by either (A) preparing and been furnished a copy thereof prior furnishing to the proposed Underwriters at the Issuer’s expense a reasonable number of copies of a supplement or supplements or an amendment or supplement and shall not have reasonably objected in writing within five amendments to the Final Prospectus or (5B) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all making an appropriate filing pursuant to Section 13 or Section 15 of the Notes and (ii) 90 days after Exchange Act, which will supplement or amend the date of this AgreementFinal Prospectus so that, as supplemented or amended, it will not contain any event occurs as a result of which the Preliminary Offering Memorandum or the Offering Memorandum as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madewhen the Final Prospectus is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172), not misleading, or if it is necessary at any ; provided that should such time to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Law, the Issuer shall promptly notify the Initial Purchaser thereof and shall prepare and deliver event relate solely to the Initial Purchaseractivities of any of the Underwriters, at then such Underwriters shall assume the expense of preparing and furnishing any such amendment or supplement. (viii) The Issuer will, except as herein provided, pay or cause to be paid all expenses and taxes (except transfer taxes) in connection with (i) the Issuerpreparation and filing by it of the Registration Statement, an Pricing Prospectus and Final Prospectus, (ii) the issuance and delivery of the Bonds as provided in Section 8 hereof (including, without limitation, reasonable fees and disbursements of Counsel for the Underwriters and all trustee, rating agency and PSCWV financial advisor fees), (iii) the qualification of the Bonds under blue-sky laws, (iv) the printing and delivery to the Underwriters of reasonable quantities of the Registration Statement, the Pricing Prospectus and Final Prospectus and (v) any amendment of or supplement to the Preliminary Offering Memorandum Registration Statement, Pricing Prospectus, or the Offering Memorandum which will correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur any costs in connection Issuer Free Writing Prospectus required to be filed with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained Commission to correct any untrue statement of a material fact or failed to state a material fact omission of any statement necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading, the result of which requires the reforming of any contracts of sale of the Bonds made by the Underwriters (including any damages or other amounts payable in connection with legal and contractual liability). If this Underwriting Agreement shall be terminated in accordance with the provisions of Section 11 or 13 hereof, the Issuer shall not be required to pay any amount for any expenses of the Underwriters or for any fees and expenses of counsel for the Manager jointly and severally agree to PSCWV financial advisor, except that the Issuer will reimburse the Initial Purchaser Underwriters for such coststheir reasonable out-of-pocket expenses, provided that the untrue statement or omission in such Preliminary Offering Memorandum did an aggregate amount not relate solely to Initial Purchaser Information (as defined exceeding $[__________], incurred in Section 13 hereof). (b) The Issuer will use its reasonable efforts to arrange for qualification or exemption contemplation of the Notes performance of this Underwriting Agreement and will reimburse the Underwriters for sale under the securities or “Blue Sky” laws of any state that the Initial Purchaser shall reasonably request and shall pay all reasonable expenses (including reasonable fees and disbursements of counsel) Counsel for the Underwriters. The Issuer shall not in connection with the qualification or exemption and in connection with the determination any event be liable to any of the eligibility several Underwriters for damages on account of loss of anticipated profits. (ix) During the period from the date of this Underwriting Agreement to the date that is five days after the Closing Date, the Issuer will not, without the prior written consent of the Notes for investment under Representatives, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the laws of offering of, any asset-backed securities (other than the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of Bonds). (x) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 10(z) of this Underwriting Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Issuer on or after the Closing Date, the Issuer shall furnish such documents and take such other actions. (xi) For a period from the date on which Initial Purchaser shall have completed of this Underwriting Agreement until the initial resale of all retirement of the Notes Bonds or until such time as the Underwriters shall cease to maintain a secondary market in the Bonds, whichever occurs first, the Issuer shall file with the Commission, and to the extent permitted by and consistent with the Issuer’s obligations under applicable law, make available on the website associated with the Issuer’s parent, such periodic reports, if any, as are required (without regard to the number of holders of Bonds to the extent permitted by and consistent with the Issuer’s obligations under applicable law) from time to time under Section 13 or Section 15(d) of the Exchange Act, and the Issuer shall not voluntarily suspend or terminate its filing obligations with the Commission. The Issuer shall also, to the extent permitted by and consistent with the Issuer’s obligations under applicable law, include in the periodic and other reports to be filed with the Commission as provided above, such information as required by Section 3.07(e) of the Indenture with respect to the Bonds. To the extent that the Issuer’s obligations are terminated or limited by an amendment to Section 3.07(e) of the Indenture, or otherwise, such obligations shall be correspondingly terminated or limited hereunder. (xii) During a period of one year from the effective date of the Registration Statement, to furnish to the Representatives (A) as soon as they are available, copies of any reports and financial statements of the Issuer furnished to or filed with the Commission, other than such reports and financial statements that are publicly available on the Commission’s EXXXX system; and (yB) 90 days after such additional information concerning the business and financial condition of the Issuer as the Representatives may from time to time reasonably request (such financial statements to be on a consolidated basis to the extent the accounts of the Issuer are consolidated in reports furnished to its shareholders generally or to the Commission). (xiii) The Issuer will file with the Commission such information on Form 10-D or Form 10-K as may be required by Rule 463 under the Securities Act. (xiv) If the Issuer elects to rely upon Rule 462(b) under the Securities Act (“Rule 462(b)”), the Issuer shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of this Agreement, provided that and the Issuer will not be required to (i) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service shall at the time of process in suits (other than those suits arising out of the offering or sale of the Notes) in any jurisdiction where it is not now so subject or (iii) subject it to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not now so subject. (c) The Issuer shall, without charge, provide filing either pay to the Initial Purchaser as many copies Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of the Preliminary Offering Memorandum and the Offering Memorandum and any amendment thereof or supplement thereto as the Initial Purchaser may reasonably request. (dsuch fee pursuant to Rule 111(b) The Issuer (or any of its “affiliates” as defined in Regulation D under the Securities Act), directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that is integrated with the sale of the Notes hereunder in a manner that would cause the exemption afforded by Section 4(2) of the Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Notes hereunder.

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser several Underwriters that: (ai) The Issuer will upon request promptly deliver to the Representatives and Counsel to the Underwriters a conformed copy of the Registration Statement, certified by an officer of the Issuer to be in the form as originally filed and all amendments thereto. (ii) The Issuer will deliver to the Underwriters, as soon as practicable after the date hereof, as many copies of the Pricing Prospectus and Final Prospectus as they may reasonably request. (iii) The Issuer will cause or has caused the Final Prospectus to be filed with the Commission pursuant to Rule 424 under the Securities Act as soon as practicable and will advise the Underwriters of any stop order suspending the effectiveness of the Registration Statement or preventing the use of the Registration Statement, or the institution of any proceeding therefor of which Issuer shall have received notice. The Issuer will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. The Issuer has complied and will comply with Rule 433 and Rule 163B under the Securities Act in connection with the offering of the Bonds. (iv) If, during such period of time (not exceeding nine months) after the Final Prospectus has been filed with the Commission pursuant to Rule 424 under the Securities Act as in the opinion of Counsel for the Underwriters a prospectus covering the Bonds is required by law to be delivered in connection with sales by an Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), any event relating to or affecting the Issuer, the Bonds or the Recovery Property or of which the Issuer shall be advised in writing by the Representatives shall occur that in the Issuer’s reasonable judgment after consultation with Counsel for the Underwriters (as defined below) should be set forth in a supplement to, or an amendment of the Pricing Package or the Final Prospectus in order to make the Pricing Package or the Final Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Issuer will, at its expense, amend or supplement the Offering Memorandum Pricing Package or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof Final Prospectus by either (A) preparing and been furnished a copy thereof prior furnishing to the proposed Underwriters at the Issuer’s expense a reasonable number of copies of a supplement or supplements or an amendment or supplement and shall not have reasonably objected in writing within five amendments to the Pricing Package or the Final Prospectus or (5B) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all making an appropriate filing pursuant to Section 13 or Section 15 of the Notes and (ii) 90 days after Exchange Act, which will supplement or amend the date of this Agreement, any event occurs as a result of which the Preliminary Offering Memorandum Pricing Package or the Offering Memorandum Final Prospectus so that, as then amended supplemented or supplemented would include an amended, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Pricing Package or the Final Prospectus is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under which they were madethe Securities Act), not misleading, or if it is necessary at any ; provided that should such time to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Law, the Issuer shall promptly notify the Initial Purchaser thereof and shall prepare and deliver event relate solely to the Initial Purchaseractivities of any of the Underwriters, at then such Underwriters shall assume the expense of preparing and furnishing any such amendment or supplement. The Issuer will also fulfill its obligations set out in Section 3(d) above. The Issuer will advise the Issuer, an amendment of or Underwriters promptly in writing when any supplement to the Preliminary Offering Memorandum or the Offering Memorandum which will correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur any costs in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingPricing Package, the Issuer and Final Prospectus or any amendment to the Manager jointly and severally agree to reimburse the Initial Purchaser for such costs, provided that the untrue statement Final Prospectus has been filed or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined in Section 13 hereof)distributed. (bv) The Issuer will use its reasonable efforts to arrange furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Bonds for qualification or exemption of the Notes for offer and sale under the securities blue-sky laws of the states of the United States as the Representatives may designate; provided that the Issuer shall not be required to qualify as a foreign limited liability company or “Blue Sky” dealer in securities, to file any consents to service of process under the laws of any state that jurisdiction, or meet any other requirements deemed by the Initial Purchaser shall reasonably request Issuer to be unduly burdensome. (vi) The Issuer or PG&E will, except as herein provided, pay or cause to be paid all expenses and shall pay all reasonable expenses taxes (except transfer taxes) in connection with (i) the preparation and filing by it of the Registration Statement, Pricing Prospectus and Final Prospectus (including any amendments and supplements thereto) and any Issuer Free Writing Prospectuses, (ii) the issuance and delivery of the Bonds as provided in Section 7 hereof (including, without limitation, reasonable fees and disbursements of counselCounsel for the Underwriters and all trustee, rating agency and CPUC advisor fees), (iii) the qualification of the Bonds under blue-sky laws (including counsel fees not to exceed $15,000.00), (iv) the printing and delivery to the Underwriters of reasonable quantities of the Registration Statement and, except as provided in connection Section 8(a)(iv) hereof, of the Pricing Package and Final Prospectus. If the obligation of the Underwriters to purchase the Bonds terminates in accordance with the qualification provisions of Sections 7 (but excluding terminations arising thereunder out of an Underwriter default), 9, 10 or exemption 12 hereof, the Issuer or PG&E (i) will reimburse the Underwriters for the reasonable fees and disbursements of Counsel for the Underwriters, and (ii) will reimburse the Underwriters for their reasonable out-of-pocket expenses, such out-of-pocket expenses in connection with the determination an aggregate amount not exceeding $200,000, incurred in contemplation of the eligibility performance of this Underwriting Agreement. The Issuer shall not in any event be liable to any of the Notes several Underwriters for investment under damages on account of loss of anticipated profits. (vii) During the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days after period from the date of this AgreementUnderwriting Agreement to the date that is five days after the Closing Date, the Issuer will not, without the prior written 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 (other than the Bonds). (viii) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 9(t) of this Underwriting Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Issuer on or after the Closing Date, the Issuer shall furnish such documents and take such other actions. (ix) For a period from the date of this Underwriting Agreement until the retirement of the Bonds or until such time as the Underwriters shall cease to maintain a secondary market in the Bonds, whichever occurs first, the Issuer shall file with the Commission, and to the extent permitted by and consistent with the Issuer’s obligations under applicable law, make available on the website associated with the Issuer’s parent, such periodic reports, if any, as are required (without regard to the number of holders of Bonds to the extent permitted by and consistent with the Issuer’s obligations under applicable law) from time to time under Section 13 or Section 15(d) of the Exchange Act; provided that the Issuer will shall not be required to (i) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits (other than those suits arising out voluntarily suspend or terminate its filing obligations with the Commission unless permitted under applicable law and the terms of the offering Basic Documents. The Issuer shall also, to the extent permitted by and consistent with the Issuer’s obligations under applicable law, include in the periodic and other reports to be filed with the Commission as provided above or sale posted on the website associated with the Issuer’s parent, such information as required by Section 3.07(g) of the NotesIndenture with respect to the Bonds. To the extent that the Issuer’s obligations are terminated or limited by an amendment to Section 3.07(g) in any jurisdiction where it is not now so subject of the Indenture, or (iii) subject it to taxation in excess of a nominal dollar amount in any otherwise, such jurisdiction where it is not now so subjectobligations shall be correspondingly terminated or limited hereunder. (cx) The Issuer shalland PG&E will not file any amendment to the Registration Statement or amendment or supplement to the Final Prospectus or amendment or supplement to the Pricing Package during the period when a prospectus relating to the Bonds is required to be delivered under the Securities Act, without charge, provide prior notice to the Initial Purchaser Underwriters, or to which Xxxxxx Xxxx Xxxxxxxxx US LLP, who are acting as many copies counsel for the Underwriters (“Counsel for the Underwriters”), shall reasonably object by written notice to PG&E and the Issuer. (xi) So long as any of the Preliminary Offering Memorandum Bonds are outstanding, the Issuer will furnish to the Representatives, if and to the Offering Memorandum extent not posted on XXXXX or the Issuer or its affiliate’s website, (A) as soon as available, a copy of each report of the Issuer filed with the Commission under the Exchange Act or mailed to the Bondholders (to the extent such reports are not publicly available on the Commission’s website), (B) upon request, a copy of any filings with the CPUC pursuant to the Financing Order including, but not limited to, any issuance advice letter or any routine or non-routine True-Up Adjustment filings, and (C) from time to time, any amendment thereof or supplement thereto information concerning the Issuer as the Initial Purchaser Representatives may reasonably request. (dxii) The So long as the Bonds are rated by any Rating Agency, the Issuer (or any of its “affiliates” as defined in Regulation D under the Act), directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that is integrated will comply with the sale 17g-5 Representations, other than (x) any noncompliance of the Notes hereunder in a manner 17g-5 Representations that would cause not have a material adverse effect on the exemption afforded by Section 4(2) rating of the Act Bonds or the safe harbor of Regulation S thereunder to cease to be applicable to Bonds or (y) any noncompliance arising from the offer and sale breach by an Underwriter of the Notes hereunderrepresentations and warranties and covenants set forth in Section 13 hereof.

Covenants of the Issuer. The With Respect to Registration. In connection with any registration under Section 7.2 or 7.3 hereof, the Issuer covenants and agrees with the Initial Purchaser thatas follows: (a) The Issuer shall not amend or supplement use its best efforts to file a registration statement within sixty (60) days of receipt of any demand therefor, shall use its best efforts to have any registration statements declared effective at the Offering Memorandum or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof and been furnished a copy thereof prior to the proposed amendment or supplement earliest possible time, and shall not have furnish the Holder desiring to sell Warrant Securities such number of prospectuses as shall reasonably objected in writing within five (5) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (ii) 90 days after the date of this Agreement, any event occurs as a result of which the Preliminary Offering Memorandum or the Offering Memorandum as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any such time to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Law, the Issuer shall promptly notify the Initial Purchaser thereof and shall prepare and deliver to the Initial Purchaser, at the expense of the Issuer, an amendment of or supplement to the Preliminary Offering Memorandum or the Offering Memorandum which will correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur any costs in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer and the Manager jointly and severally agree to reimburse the Initial Purchaser for such costs, provided that the untrue statement or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined in Section 13 hereof)be requested. (b) The Issuer will use its reasonable efforts to arrange for qualification or exemption of the Notes for sale under the securities or “Blue Sky” laws of any state that the Initial Purchaser shall reasonably request and shall pay all reasonable expenses costs (including reasonable excluding any underwriting or selling commissions or over charges of any broker-dealer acting on behalf of Holders), fees and disbursements of counsel) expenses in connection with all registration statements filed pursuant to Sections 7.2 and 7.3(a) hereof including, without limitation, the qualification or exemption Issuer's legal and in connection accounting fees, printing expenses, blue sky fees and expenses. If the Issuer shall fail to comply with the determination provisions of the eligibility of the Notes for investment under the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days after the date of this AgreementSection 7.4(a), provided that the Issuer will not shall, in addition to any other equitable or other relief available to the Holder(s), be required liable for any or all damages due to (iloss of profit sustained by the Holder(s) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service requesting registration of process in suits (other than those suits arising out of the offering or sale of the Notes) in any jurisdiction where it is not now so subject or (iii) subject it to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not now so subjectits Warrant Securities. (c) The Issuer shall, without charge, provide to will take all necessary action which may be required in qualifying or registering the Initial Purchaser as many copies Warrant Securities included in a registration statement for offering and sale under the securities or blue sky laws of the Preliminary Offering Memorandum and state requested by the Offering Memorandum and any amendment thereof or supplement thereto as the Initial Purchaser may reasonably requestHolder. (d) The Issuer shall indemnify the Holder(s) of the Warrant Securities to be sold pursuant to any registration statement and each person, if any, who controls such Holder within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of its “affiliates” as defined in Regulation D them may become subject under the Act, The Exchange Act or otherwise, arising from such registration statement. (e) Nothing contained in this Agreement shall be construed as requiring the Holder(s) to exercise their Warrants prior to the initial filing of any registration statement or the effectiveness thereof. (f) The Issuer shall not permit the inclusion of any securities other than the Warrant Securities to be included in any registration statement filed pursuant to Section 7.3 hereof, or permit any other registration statement to be or remain effective during the effectiveness of a registration statement filed pursuant to Section 7.3 hereof, without the prior written consent of the Holders of the Warrants arid Warrant Securities representing a Majority of such securities (assuming an exercise of all of the Warrants). (g) The Issuer shall furnish to each Holder participating in the offering, and to each underwriter, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Issuer, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement), directly or through and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering; a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Issuer's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to agents subsequent to the date of such financial statements, are as customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offering of securities. (h) The Issuer shall as soon as practicable after the effective date of the registration statement, and in any agentevent within 15 months thereafter, shall not sell, offer for sale or solicit offers make "generally available to buy or otherwise negotiate in respect its security holders" (within the meaning of any “security” (as defined in Rule 158 under the Act) that is integrated an earnings statement (which need not be audited) complying with the sale of the Notes hereunder in a manner that would cause the exemption afforded by Section 4(211(a) of the Act and covering a period of at least 12 consecutive months beginning after the effective date of the registration agreement. (i) The Issuer shall deliver promptly to each Holder participating in the offering requesting the correspondence and memoranda described below and the managing underwriter copies of all correspondence between the Commission and the Issuer, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit the Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Issuer with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder shall reasonably request as it deems necessary to comply with applicable securities laws or NASD rules. (j) In addition to the Warrant Securities, upon the written request therefor by any Holder(s), the Issuer shall include in the registration statement any other securities of the Issuer held by such Holder(s) as of the date of filing of such registration statement, including without limitation, restricted shares of Common Stock, options, warrants or any other securities convertible into shares of Common Stock. (k) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Securities shall mean in excess of fifty percent (50%) or the safe harbor then outstanding Warrants or Warrant Securities that (i) are not held by the Issuer, an affiliate, officer, creditor, employee or agent thereof or any of Regulation S thereunder to cease to be applicable their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the offer and sale of public pursuant to a registration statement filed with the Notes hereunderCommission under the Act.

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser several Underwriters that: (ai) The Issuer will upon request promptly deliver to the Representatives and Counsel to the Underwriters a signed copy of the Registration Statement as originally filed or, to the extent a signed copy is not available, a conformed copy, certified by an officer of the Issuer to be in the form as originally filed, including all amendments thereto. (ii) The Issuer will deliver to the Underwriters, as soon as practicable after the date hereof, as many copies of the Pricing Prospectus and the Final Prospectus as they may reasonably request. (iii) The Issuer will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424 under the Securities Act (“Rule 424”) as soon as practicable and advise the Underwriters of any stop order suspending the effectiveness of the Registration Statement or the institution of any proceeding therefor of which Issuer shall have received notice. The Issuer will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. The Issuer has complied and will comply with Rule 433 in connection with the offering of the Bonds. (iv) As soon as practicable, but not later than 12 months after the date hereof, the Issuer will make generally available to its security holders, an earnings statement (which need not be audited) that will satisfy the provisions of Section 11(a) of the Securities Act with respect to the Bonds. (v) The Issuer will furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Bonds for offer and sale under the blue-sky laws of such jurisdictions as the Representatives may designate; provided that neither the Issuer nor Mon Power shall be required to qualify as a foreign limited liability company or dealer in securities, to file any consents to service of process under the laws of any jurisdiction, or meet any other requirements deemed by the Issuer or Mon Power, as applicable, to be unduly burdensome. (vi) The Issuer will not file any amendment to the Registration Statement or amendment or supplement to the Final Prospectus during the period when a prospectus relating to the Bonds is required to be delivered under the Securities Act, without prior notice to the Underwriters, or to which Xxx Xxxxxx LLP, who are acting as counsel for the Underwriters (“Counsel for the Underwriters”), shall reasonably object by written notice to Mon Power and the Issuer. (vii) If, during such period of time (not exceeding nine months) after the Final Prospectus has been filed with the Commission pursuant to Rule 424 as in the opinion of Counsel for the Underwriters a prospectus covering the Bonds is required by law to be delivered in connection with sales by an Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act (“Rule 172”)), any event relating to or affecting the Issuer, the Bonds or the Environmental Control Property or of which the Issuer shall be advised in writing by the Representatives shall occur that in the Issuer’s reasonable judgment after consultation with Counsel for the Underwriters should be set forth in a supplement to, or an amendment of, the Final Prospectus in order to make the Final Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172), the Issuer will, at its expense, amend or supplement the Offering Memorandum or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof Final Prospectus by either (A) preparing and been furnished a copy thereof prior furnishing to the proposed Underwriters at the Issuer’s expense a reasonable number of copies of a supplement or supplements or an amendment or supplement and shall not have reasonably objected in writing within five amendments to the Final Prospectus or (5B) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all making an appropriate filing pursuant to Section 13 or Section 15 of the Notes and (ii) 90 days after Exchange Act, which will supplement or amend the date of this AgreementFinal Prospectus so that, as supplemented or amended, it will not contain any event occurs as a result of which the Preliminary Offering Memorandum or the Offering Memorandum as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madewhen the Final Prospectus is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172), not misleading, or if it is necessary at any ; provided that should such time to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Law, the Issuer shall promptly notify the Initial Purchaser thereof and shall prepare and deliver event relate solely to the Initial Purchaseractivities of any of the Underwriters, at then such Underwriters shall assume the expense of preparing and furnishing any such amendment or supplement. (viii) The Issuer will, except as herein provided, pay or cause to be paid all expenses and taxes (except transfer taxes) in connection with (i) the Issuerpreparation and filing by it of the Registration Statement, an Pricing Prospectus and Final Prospectus, (ii) the issuance and delivery of the Bonds as provided in Section 7 hereof (including, without limitation, reasonable fees and disbursements of Counsel for the Underwriters and all trustee, rating agency and PSCWV financial advisor fees), (iii) the qualification of the Bonds under blue-sky laws, (iv) the printing and delivery to the Underwriters of reasonable quantities of the Registration Statement, the Pricing Prospectus and Final Prospectus and (v) any amendment of or supplement to the Preliminary Offering Memorandum Registration Statement, Pricing Prospectus, or the Offering Memorandum which will correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur any costs in connection Issuer Free Writing Prospectus required to be filed with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained Commission to correct any untrue statement of a material fact or failed to state a material fact omission of any statement necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading, the result of which requires the reforming of any contracts of sale of the Bonds made by the Underwriters (including any damages or other amounts payable in connection with legal and contractual liability). If this Underwriting Agreement shall be terminated in accordance with the provisions of Section 10 or 12 hereof, the Issuer shall not be required to pay any amount for any expenses of the Underwriters or for any fees and expenses of counsel for the Manager jointly and severally agree to PSCWV financial advisor, except that the Issuer will reimburse the Initial Purchaser Underwriters for such coststheir reasonable out-of-pocket expenses, provided that the untrue statement or omission in such Preliminary Offering Memorandum did an aggregate amount not relate solely to Initial Purchaser Information (as defined exceeding $[ ], incurred in Section 13 hereof). (b) The Issuer will use its reasonable efforts to arrange for qualification or exemption contemplation of the Notes performance of this Underwriting Agreement and will reimburse the Underwriters for sale under the securities or “Blue Sky” laws of any state that the Initial Purchaser shall reasonably request and shall pay all reasonable expenses (including reasonable fees and disbursements of counsel) Counsel for the Underwriters. The Issuer shall not in connection with the qualification or exemption and in connection with the determination any event be liable to any of the eligibility several Underwriters for damages on account of loss of anticipated profits. (ix) During the period from the date of this Underwriting Agreement to the date that is five days after the Closing Date, the Issuer will not, without the prior written consent of the Notes for investment under Representatives, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the laws of offering of, any asset-backed securities (other than the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of Bonds). (x) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 9(z) of this Underwriting Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Issuer on or after the Closing Date, the Issuer shall furnish such documents and take such other actions. (xi) For a period from the date on which Initial Purchaser shall have completed of this Underwriting Agreement until the initial resale of all retirement of the Notes Bonds or until such time as the Underwriters shall cease to maintain a secondary market in the Bonds, whichever occurs first, the Issuer shall, to the extent permitted by and consistent with the Issuer’s obligations under applicable law, make available on the website associated with the Issuer’s parent, such periodic reports, if any, as are required from time to time under Section 13 or Section 15(d) of the Exchange Act. The Issuer shall also, to the extent permitted by and consistent with the Issuer’s obligations under applicable law, include in the periodic and other reports to be filed with the Commission as provided above, such information as required by Section 3.07(e) of the Indenture with respect to the Bonds. To the extent that the Issuer’s obligations are terminated or limited by an amendment to Section 3.07(e) of the Indenture, or otherwise, such obligations shall be correspondingly terminated or limited hereunder. (xii) During a period of one year from the effective date of the Registration Statement, to furnish to the Representatives (A) as soon as they are available, copies of any reports and financial statements of the Issuer furnished to or filed with the Commission, other than such reports and financial statements that are publicly available on the Commission’s XXXXX system; and (yB) 90 days after such additional information concerning the business and financial condition of the Issuer as the Representatives may from time to time reasonably request (such financial statements to be on a consolidated basis to the extent the accounts of the Issuer are consolidated in reports furnished to its shareholders generally or to the Commission). (xiii) [The Issuer will file with the Commission such information on Form 10-D or Form 10-K as may be required by Rule 463 under the Securities Act.] (xiv) If the Issuer elects to rely upon Rule 462(b) under the Securities Act (“Rule 462(b)”), the Issuer shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of this Agreement, provided that and the Issuer will not be required to (i) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service shall at the time of process in suits (other than those suits arising out of the offering or sale of the Notes) in any jurisdiction where it is not now so subject or (iii) subject it to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not now so subject. (c) The Issuer shall, without charge, provide filing either pay to the Initial Purchaser as many copies Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of the Preliminary Offering Memorandum and the Offering Memorandum and any amendment thereof or supplement thereto as the Initial Purchaser may reasonably request. (dsuch fee pursuant to Rule 111(b) The Issuer (or any of its “affiliates” as defined in Regulation D under the Securities Act), directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that is integrated with the sale of the Notes hereunder in a manner that would cause the exemption afforded by Section 4(2) of the Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Notes hereunder.

Covenants of the Issuer. The Issuer hereby covenants and agrees with that for so long as any of the Initial Purchaser thatSecurities shall remain Outstanding: (a) The it will duly and punctually pay the principal of and any interest on the Securities in accordance with the terms hereof; (b) it will do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charters and statutory) and franchises; (c) it will cause all material properties used or useful in the conduct of its business to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the reasonable judgment of Issuer may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that the foregoing shall not amend prevent the Issuer from discontinuing the operation or supplement maintenance of any such properties if such discontinuance is, in the Offering Memorandum reasonable judgment of Issuer, desirable in the conduct of its business or the business of any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof of its subsidiaries, and been furnished a copy thereof prior not disadvantageous in any material respect to the proposed amendment or supplement and holders of Securities; and, provided, further, that the failure to comply herewith shall not be deemed a breach hereof unless such failure would have reasonably objected in writing within five (5) Business Days after being furnished a copy thereof. If, at any time during the period beginning material adverse effect on the date hereof business, financial condition or results of operations of Issuer and ending on its subsidiaries, taken as a whole (a "Material Adverse Effect"); (d) it will pay or discharge or cause to be paid or discharged, before the earlier of same shall become delinquent, (iI) all taxes, assessments and governmental charges levied or imposed upon the date on which Initial Purchaser shall have completed Issuer or upon the initial resale of all income, profits or property of the Notes Issuer, and (ii) 90 days after all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the date of this Agreement, any event occurs as a result of which the Preliminary Offering Memorandum or the Offering Memorandum as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light property of the circumstances under which they were madeIssuer; provided, not misleadinghowever, or if it is necessary at any such time to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Law, that the Issuer shall promptly notify the Initial Purchaser thereof and shall prepare and deliver to the Initial Purchaser, at the expense of the Issuer, an amendment of or supplement to the Preliminary Offering Memorandum or the Offering Memorandum which will correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur any costs in connection with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement of material fact or failed to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer and the Manager jointly and severally agree to reimburse the Initial Purchaser for such costs, provided that the untrue statement or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined in Section 13 hereof). (b) The Issuer will use its reasonable efforts to arrange for qualification or exemption of the Notes for sale under the securities or “Blue Sky” laws of any state that the Initial Purchaser shall reasonably request and shall pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with the qualification or exemption and in connection with the determination of the eligibility of the Notes for investment under the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days after the date of this Agreement, provided that the Issuer will not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings; and, provided, further, that the failure to comply herewith shall not be deemed a breach if it would not have a Material Adverse Effect; (e) it shall furnish to each Registered Holder of Securities a copy of all documents it is required to send to its shareholders at the time the same are sent to shareholders, including, without limitation, annual reports and proxy statements; (f) as soon as it becomes aware of the same, it shall give written notice to each Registered Holder of Securities of any event or occurrence which by itself or with notice or lapse of time or both would entitle the holders of the Securities to declare the principal of and any interest on the Securities immediately due and payable pursuant to Section 15 hereof; (g) it will promptly obtain and maintain from time to time all authorizations, permits, approvals, consents, licenses and exemptions which are required under any applicable law or regulation to enable it to perform all of its payment, conversion and other material obligations under the Securities or which may be required for the validity or enforceability of the Securities; provided, however, that the failure to obtain and maintain such authorizations, permits, approvals, consents, licenses and exemptions as to material obligations other than payment and conversion shall not constitute a breach of this provision unless such non-compliance materially adversely affects the Issuer's ability to comply with its obligations under the Securities; (h) it will duly and punctually comply with and observe all statutes now or hereafter in force and all ordinances, regulation and by-laws thereunder and all requirements and orders of any government or other public authority; provided, however, that any non-compliance with any such statute, ordinance, regulation or by-law shall not constitute a breach of this provision unless such non-compliance materially adversely affects the Issuer's ability to comply with its obligations under the Securities; (i) qualify to do business in it shall permit any jurisdiction it is not now so qualified, (ii) take representative of any action that would subject it to service Registered Holder or Holders of process in suits (other than those suits arising out at least $250,000 aggregate principal amount of the offering or sale of Securities to make inspections of, and to report on, the Notes) in any jurisdiction where it is not now so subject or (iii) subject it to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not now so subject. (c) The property of, and business operations being carried out by, the Issuer shall, without charge, provide to the Initial Purchaser as many copies of the Preliminary Offering Memorandum and the Offering Memorandum and any amendment thereof or supplement thereto as the Initial Purchaser may reasonably request. (d) The Issuer (or any of its “affiliates” subsidiaries; (j) it shall maintain and keep in force with reputable insurers and in adequate amounts, property, casualty, third party liability, business interruption and all such other insurances as defined would prudently be effected and maintained in Regulation D the case of a company carrying on a business similar to that of the Issuer; (k) it shall not: (i) declare or pay any cash dividends on its Common Stock or purchase, redeem or otherwise acquire or retire for value any shares of Common Stock (other than under the Actterms of the Issuer's stock option plan); or (ii) consolidate with or merge into any other Person, directly where the Issuer is not the surviving corporation, or through any agentconvey, shall not selltransfer, offer for sale or solicit offers to buy lease or otherwise negotiate dispose of all or substantially all of its assets, except in respect of any “security” (as defined in the Act) that is integrated compliance with the sale of the Notes hereunder terms and conditions set forth in a manner that would cause the exemption afforded by Section 4(2) of the Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Notes hereunder12 below.

Covenants of the Issuer. The Issuer covenants and agrees with to the Initial Purchaser thatTrustee that it shall: (a) 8.1 comply with, perform, and observe all the obligations expressed to be undertaken by it or imposed on it under this Deed and the Bonds. The Issuer shall not amend use its best endeavours to procure its agencies punctually comply with all obligations binding upon the Issuer, the non-compliance with which is likely to materially affect the general interests of the Bondholders. The Trustee shall be entitled to enforce the obligations of the Issuer under the Bonds as if the same were set out and contained in the Deed, which shall be read and construed as one document with the terms of the Conditions; 8.2 to the extent that any Bonds are constituted under the relevant Series Trust Deed and issued, be indebted to the Bondholders up to the Principal Amount of the Bonds specified in such Series Trust Deed in respect of the relevant Series and undertakes to the Trustee that the Bonds, to the extent constituted and issued, shall be redeemed together with any outstanding interest and other monies on the Redemption Date in the relevant currency (or supplement earlier on an amortised basis) provided for in the Offering Memorandum relevant Final Terms or such earlier date as the same or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof part may become due and been furnished a copy thereof prior repayable; 8.3 pay to the proposed amendment Paying Agent in immediately available funds, the full Principal Amount of the Bonds and or supplement such part of the Bonds as ought to be redeemed on the Redemption Date as may be payable, and shall not have reasonably objected in writing within five the meantime and until such date (5both before and after any arbitral award or judgment or other order of a court of competent jurisdiction) Business Days after being furnished a copy thereof. Ifpay unconditionally to or to the order of the Trustee, at any time during the period beginning interest (which shall accrue from day to day) on the Principal Amount of the Bonds; 8.4 in the event the Issuer fails to make funds available for payment to the Bondholders on or before the due date hereof and ending or withholds or refuses to make such payment, interest shall continue to accrue on the earlier Principal Amount so withheld or refused (both before and after any arbitral award or judgment or order of (ia court of competent jurisdiction) at the Coupon rate up to and including the date on which Initial Purchaser shall have completed payment is eventually made to the initial resale Bondholders; 8.5 ensure every payment of principal and or interest on the Bonds will be made free of all costs, commissions, charges, fees, or other payments or deductions, other than any tax on income which the Issuer may by any Applicable Law be required to deduct; 8.6 obtain and keep in full force and effect all authorisations required for the validity and enforceability of the Notes Issue Documents; 8.7 promptly inform the Trustee of any Event of Default or Potential Event of Default or as soon as it becomes aware of such event; 8.8 comply in all material respects with all the Applicable Laws, permits, and (ii) 90 days after licences to which it may be subject under the date Issue Documents for as long as any Bonds are outstanding under the Programme; 8.9 enable the Trustee to perform its project monitoring function, provide the Trustee with all such details as the Trustee may reasonably request of this Agreement, any event occurs as a result of Approved Projects for which the Preliminary Offering Memorandum proceeds of any issuance under the Programme shall be applied including without limitation cost plans and budgets, project documents, agreements and ancillary contracts, funding drawdowns schedules, performance and completion milestones, agreed scope, design and quality, and use its best endeavours to provide the names, email addresses and telephone numbers of responsible officers the Debt Management Office, and any other relevant agencies, departments, and ministries of the FGN or other person; 8.10 keep proper books of account in relation to the Offering Memorandum Approved Projects and provide the Trustee with quarterly updates regarding the progress on and completion of any Approved Projects, as then amended or supplemented would include an may be requested by the Trustee from time to time; 8.11 ensure the information it makes available to the Bondholders shall be complete and correct in all material respects and not contain any untrue statement of a material fact or omit to state any a material fact necessary in order fact; 8.12 use its best endeavours to make maintain the statements thereinquotation or listing on the relevant securities market or Exchanges on which the Bonds are quoted or listed or, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any unable to do so having used such time endeavours, use its best endeavours to amend obtain and maintain a quotation or supplement listing of such Bonds on such other stock exchange or securities market as the Preliminary Offering Memorandum Issuer may decide and upon obtaining a quotation or listing of such Bonds issued by the Issuer on such other stock exchange or exchanges or securities market or markets, enter into a deed supplemental to this Deed or the Offering Memorandum relevant Series Trust Deed to effect such consequential amendments as shall be necessary to comply with the requirements of any Applicable Law, such stock exchange or securities market. Provided that the Issuer shall promptly notify be able to delist the Initial Purchaser thereof and shall prepare and deliver to Bonds from any exchange for any reason whatsoever with the Initial Purchaser, at the expense prior written approval of the Issuer, an amendment of or supplement to Majority Bondholders; 8.13 provide the Preliminary Offering Memorandum or Trustee with all documents and information the Offering Memorandum which will correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur any costs Trustee may reasonably require in connection with the reformation performance of the Trustee’s obligations under this Deed, within fifteen (15) Business Days of receipt of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains written request from the Trustee; 8.14 by December 31 in each year or contained any untrue statement of material fact or failed to state a material fact necessary in order to make within two (2) Business Days after the statements therein, in the light Appropriation Act of the circumstances under which they were madeIssuer is enacted if signed after December 31 of the previous year, not misleadingduring any period when any part of the Principal Amount on the Bonds and accrued interest are outstanding, write a letter to the Trustee stating that: 8.14.1 all arrangements required during the next appropriation year to meet the payment obligations of the Issuer and have been put in place by the Manager jointly and severally agree Issuer; and 8.14.2 to reimburse the Initial Purchaser for such costsbest of its knowledge, provided that the untrue statement or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined in Section 13 hereof). (b) The Issuer will use its reasonable efforts to arrange for qualification or exemption of the Notes for sale under the securities or “Blue Sky” laws of any state that the Initial Purchaser shall reasonably request and shall pay all reasonable expenses (including reasonable fees and disbursements of counsel) in connection with the qualification or exemption and in connection with the determination of the eligibility of the Notes for investment under the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days after the date of this Agreement, provided that the Issuer will not be required to (i) qualify to do business in any jurisdiction it is not now so qualifiedaware of any facts or circumstances in the ordinary course of governance that will affect its ability to meet its payments obligations as and when due; 8.15 ensure that all payments due to the Bondholders are paid by the Paying Agent within the stipulated time, (ii) take any action as set out in the Final Terms; 8.16 ensure that would subject it to service the Paying Agent makes payments of process Coupon and principal in suits (other than those suits arising out respect of the offering or sale of Bonds no later than the Notes) Payment Date and in any jurisdiction where it is not now accordance with the Conditions and this Deed and for so subject or (iii) subject it to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not now so subject. (c) The Issuer shall, without charge, provide to the Initial Purchaser as many copies of the Preliminary Offering Memorandum and the Offering Memorandum and any amendment thereof or supplement thereto long as the Initial Purchaser may reasonably request.Bonds are evidenced by records confirmed by the Registrar; (d) The Issuer (8.17 ensure that the Payment Agent does not make payment of Coupon or any of its “affiliates” as defined in Regulation D under the Act), directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate principal in respect of any “security” (as defined Series in an amount which is greater than the Act) that is integrated amount of interest or principal payable in accordance with the sale Conditions in respect of such Series and determined or calculated by the Trustee; 8.18 subject to the Final Terms, where the day on which a payment is due to be made is not a Business Day, that payment shall be effected on or by the next succeeding Business Day unless that succeeding Business Day falls in a different month in which case payment shall be made on or by the immediately preceding Business Day; and 8.19 promptly notify the Trustee of any event or condition which might materially or adversely affect or delay the carrying out or bringing into operation of the Notes hereunder in a manner that would cause the exemption afforded by Section 4(2) of the Act Approved Projects or the safe harbor performance by the Issuer of Regulation S thereunder to cease to be applicable to the offer and sale any of the Notes hereunderits obligations or covenants under this Deed.

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser several Underwriters that: (ai) The Issuer will upon request promptly deliver to the Representatives and Counsel to the Underwriters a signed copy of the Registration Statement as originally filed or, to the extent a signed copy is not available, a conformed copy, certified by an officer of the Issuer to be in the form as originally filed, including all amendments thereto. (ii) The Issuer will deliver to the Underwriters, as soon as practicable after the date hereof, as many copies of the Pricing Prospectus and the Final Prospectus as they may reasonably request. (iii) The Issuer will cause the Final Prospectus to be filed with the Commission pursuant to Rule 424 under the Securities Act (“Rule 424”) as soon as practicable and advise the Underwriters of any stop order suspending the effectiveness of the Registration Statement or the institution of any proceeding therefor of which Issuer shall have received notice. The Issuer will use its reasonable best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. The Issuer has complied and will comply with Rule 433 in connection with the offering of the Bonds. (iv) As soon as practicable, but not later than 12 months after the date hereof, the Issuer will make generally available to its security holders, an earnings statement (which need not be audited) that will satisfy the provisions of Section 11(a) of the Securities Act with respect to the Bonds. (v) The Issuer will furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Bonds for offer and sale under the blue-sky laws of such jurisdictions as the Representatives may designate; provided that neither the Issuer nor Potomac Edison shall be required to qualify as a foreign limited liability company or dealer in securities, to file any consents to service of process under the laws of any jurisdiction, or meet any other requirements deemed by the Issuer or Potomac Edison, as applicable, to be unduly burdensome. (vi) The Issuer will not file any amendment to the Registration Statement or amendment or supplement to the Final Prospectus during the period when a prospectus relating to the Bonds is required to be delivered under the Securities Act, without prior notice to the Underwriters, or to which Xxx Xxxxxx LLP, who are acting as counsel for the Underwriters (“Counsel for the Underwriters”), shall reasonably object by written notice to Potomac Edison and the Issuer. (vii) If, during such period of time (not exceeding nine months) after the Final Prospectus has been filed with the Commission pursuant to Rule 424 as in the opinion of Counsel for the Underwriters a prospectus covering the Bonds is required by law to be delivered in connection with sales by an Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act (“Rule 172”)), any event relating to or affecting the Issuer, the Bonds or the Environmental Control Property or of which the Issuer shall be advised in writing by the Representatives shall occur that in the Issuer’s reasonable judgment after consultation with Counsel for the Underwriters should be set forth in a supplement to, or an amendment of, the Final Prospectus in order to make the Final Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172), the Issuer will, at its expense, amend or supplement the Offering Memorandum or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof Final Prospectus by either (A) preparing and been furnished a copy thereof prior furnishing to the proposed Underwriters at the Issuer’s expense a reasonable number of copies of a supplement or supplements or an amendment or supplement and shall not have reasonably objected in writing within five amendments to the Final Prospectus or (5B) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all making an appropriate filing pursuant to Section 13 or Section 15 of the Notes and (ii) 90 days after Exchange Act, which will supplement or amend the date of this AgreementFinal Prospectus so that, as supplemented or amended, it will not contain any event occurs as a result of which the Preliminary Offering Memorandum or the Offering Memorandum as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madewhen the Final Prospectus is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172), not misleading, or if it is necessary at any ; provided that should such time to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Law, the Issuer shall promptly notify the Initial Purchaser thereof and shall prepare and deliver event relate solely to the Initial Purchaseractivities of any of the Underwriters, at then such Underwriters shall assume the expense of preparing and furnishing any such amendment or supplement. (viii) The Issuer will, except as herein provided, pay or cause to be paid all expenses and taxes (except transfer taxes) in connection with (i) the Issuerpreparation and filing by it of the Registration Statement, an Pricing Prospectus and Final Prospectus, (ii) the issuance and delivery of the Bonds as provided in Section 7 hereof (including, without limitation, reasonable fees and disbursements of Counsel for the Underwriters and all trustee, rating agency and PSCWV financial advisor fees), (iii) the qualification of the Bonds under blue-sky laws, (iv) the printing and delivery to the Underwriters of reasonable quantities of the Registration Statement, the Pricing Prospectus and Final Prospectus and (v) any amendment of or supplement to the Preliminary Offering Memorandum Registration Statement, Pricing Prospectus, or the Offering Memorandum which will correct such statement or omission or effect such compliance. In the event that the Initial Purchaser shall incur any costs in connection Issuer Free Writing Prospectus required to be filed with the reformation of a contract of sale with any investor that received a Preliminary Offering Memorandum that contains or contained Commission to correct any untrue statement of a material fact or failed to state a material fact omission of any statement necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading, the result of which requires the reforming of any contracts of sale of the Bonds made by the Underwriters (including any damages or other amounts payable in connection with legal and contractual liability). If this Underwriting Agreement shall be terminated in accordance with the provisions of Section 10 or 12 hereof, the Issuer shall not be required to pay any amount for any expenses of the Underwriters or for any fees and expenses of counsel for the Manager jointly and severally agree to PSCWV financial advisor, except that the Issuer will reimburse the Initial Purchaser Underwriters for such coststheir reasonable out-of-pocket expenses, provided that the untrue statement or omission in such Preliminary Offering Memorandum did an aggregate amount not relate solely to Initial Purchaser Information (as defined exceeding $[ ], incurred in Section 13 hereof). (b) The Issuer will use its reasonable efforts to arrange for qualification or exemption contemplation of the Notes performance of this Underwriting Agreement and will reimburse the Underwriters for sale under the securities or “Blue Sky” laws of any state that the Initial Purchaser shall reasonably request and shall pay all reasonable expenses (including reasonable fees and disbursements of counsel) Counsel for the Underwriters. The Issuer shall not in connection with the qualification or exemption and in connection with the determination any event be liable to any of the eligibility several Underwriters for damages on account of loss of anticipated profits. (ix) During the period from the date of this Underwriting Agreement to the date that is five days after the Closing Date, the Issuer will not, without the prior written consent of the Notes for investment under Representatives, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the laws of offering of, any asset-backed securities (other than the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of Bonds). (x) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 9(z) of this Underwriting Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Issuer on or after the Closing Date, the Issuer shall furnish such documents and take such other actions. (xi) For a period from the date on which Initial Purchaser shall have completed of this Underwriting Agreement until the initial resale of all retirement of the Notes Bonds or until such time as the Underwriters shall cease to maintain a secondary market in the Bonds, whichever occurs first, the Issuer shall, to the extent permitted by and consistent with the Issuer’s obligations under applicable law, make available on the website associated with the Issuer’s parent, such periodic reports, if any, as are required from time to time under Section 13 or Section 15(d) of the Exchange Act. The Issuer shall also, to the extent permitted by and consistent with the Issuer’s obligations under applicable law, include in the periodic and other reports to be filed with the Commission as provided above, such information as required by Section 3.07(e) of the Indenture with respect to the Bonds. To the extent that the Issuer’s obligations are terminated or limited by an amendment to Section 3.07(e) of the Indenture, or otherwise, such obligations shall be correspondingly terminated or limited hereunder. (xii) During a period of one year from the effective date of the Registration Statement, to furnish to the Representatives (A) as soon as they are available, copies of any reports and financial statements of the Issuer furnished to or filed with the Commission, other than such reports and financial statements that are publicly available on the Commission’s XXXXX system; and (yB) 90 days after such additional information concerning the business and financial condition of the Issuer as the Representatives may from time to time reasonably request (such financial statements to be on a consolidated basis to the extent the accounts of the Issuer are consolidated in reports furnished to its shareholders generally or to the Commission). (xiii) [The Issuer will file with the Commission such information on Form 10-D or Form 10-K as may be required by Rule 463 under the Securities Act.] (xiv) If the Issuer elects to rely upon Rule 462(b) under the Securities Act (“Rule 462(b)”), the Issuer shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of this Agreement, provided that and the Issuer will not be required to (i) qualify to do business in any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service shall at the time of process in suits (other than those suits arising out of the offering or sale of the Notes) in any jurisdiction where it is not now so subject or (iii) subject it to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not now so subject. (c) The Issuer shall, without charge, provide filing either pay to the Initial Purchaser as many copies Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of the Preliminary Offering Memorandum and the Offering Memorandum and any amendment thereof or supplement thereto as the Initial Purchaser may reasonably request. (dsuch fee pursuant to Rule 111(b) The Issuer (or any of its “affiliates” as defined in Regulation D under the Securities Act), directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that is integrated with the sale of the Notes hereunder in a manner that would cause the exemption afforded by Section 4(2) of the Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Notes hereunder.

Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser Underwriters that: (ai) The If, during such period of time (not exceeding nine months) after the Final Prospectus has been filed with the Commission pursuant to Rule 424 under the Securities Act (“Rule 424”) as in the opinion of Counsel for the Underwriters (as defined below) a prospectus covering the Bonds is required by law to be delivered in connection with sales by an Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), any event relating to or affecting the Issuer, the Bonds or the Storm Recovery Property or of which the Issuer shall be advised in writing by the Representatives shall occur that in the Issuer’s reasonable judgment after consultation with Counsel for the Underwriters should be set forth in a supplement to, or an amendment of, the Final Prospectus in order to make the Final Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Issuer will promptly notify the Representatives of such event and, at its expense, amend or supplement the Offering Memorandum or any amendment thereof or supplement thereto unless the Initial Purchaser previously shall have been advised thereof Final Prospectus by either (A) preparing and been furnished a copy thereof prior furnishing to the proposed Underwriters at the Issuer’s expense a reasonable number of copies of a supplement or supplements or an amendment or supplement and shall not have reasonably objected in writing within five amendments to the Final Prospectus or (5B) Business Days after being furnished a copy thereof. If, at any time during the period beginning on the date hereof and ending on the earlier of (i) the date on which Initial Purchaser shall have completed the initial resale of all making an appropriate filing pursuant to Section 13 or Section 15 of the Notes and (ii) 90 days after Exchange Act, which will supplement or amend the date of this AgreementFinal Prospectus so that, as supplemented or amended, it will not contain any event occurs as a result of which the Preliminary Offering Memorandum or the Offering Memorandum as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Final Prospectus is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under which they were madethe Securities Act), not misleading; provided that should such event relate solely to the activities of any of the Underwriters, or if it is necessary at then such Underwriters shall assume the expense of preparing and furnishing any such time amendment or supplement. (ii) The Issuer or EAI will, except as herein provided, pay or cause to amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum to comply with any Applicable Lawbe paid, the Issuer shall promptly notify the Initial Purchaser thereof all reasonable costs and shall prepare and deliver to the Initial Purchaser, at the expense expenses of the Issuer, an the Indenture Trustee and the Underwriters incident to the performance of the obligations hereunder, including, without limiting the generality of the foregoing, (A) all costs, taxes and expenses incident to the issue and delivery of the Bonds to the Underwriters; (B) all costs and expenses incident to the preparation, printing, reproduction and distribution of the Registration Statement as originally filed with the Commission and each amendment of or supplement to thereto, the Preliminary Offering Memorandum or Pricing Prospectus (including any amendments and supplements thereto), the Offering Memorandum which will correct such statement or omission or effect such compliance. In Final Prospectus (including any amendments and supplements thereto), and any Issuer Free Writing Prospectuses; (C) all reasonable fees, disbursements and expenses of (1) the event that Issuer’s counsel, (2) EAI’s counsel, (3) the Initial Purchaser shall incur any costs Indenture Trustee’s counsel, (4) Counsel for the Underwriters, (5) the Issuer’s accountants and (6) EAI’s accountants; (D) all fees charged by the Rating Agencies in connection with the reformation rating of a contract the Bonds; (E) all fees of DTC in connection with the book-entry registration of the Bonds; (F) all costs and expenses incurred in connection with the qualification of the Bonds for sale under the laws of such jurisdictions in the United States as the Representatives may designate, together with costs and expenses in connection with any investor that received a Preliminary Offering Memorandum that contains or contained any untrue statement filing with FINRA with respect to the transactions contemplated hereby (including counsel fees not to exceed $10,000); and (G) and all costs and expenses of material fact or failed to state a material fact necessary in order to make the statements therein, in the light printing and distributing all of the circumstances under which they were made, not misleading, documents in connection the Issuer and the Manager jointly and severally agree to reimburse the Initial Purchaser for such costs, provided that the untrue statement or omission in such Preliminary Offering Memorandum did not relate solely to Initial Purchaser Information (as defined in Section 13 hereof)Bonds. (biii) The Issuer will use its reasonable efforts cause the Pricing Prospectus and the Final Prospectus to arrange for qualification or exemption be filed with the Commission pursuant to Rule 424 as soon as practicable and advise the Underwriters of any stop order suspending the effectiveness of the Notes for sale Registration Statement or the institution of any proceeding therefor of which Issuer shall have received notice. The Issuer has complied and will comply with Rule 433 under the securities or “Blue Sky” laws Securities Act in connection with the offering of the Bonds. (iv) If the sale of the Bonds provided for herein is not consummated because any condition set forth in Section 9 hereof is not satisfied, because of any state that termination pursuant to Section 12 hereof or because of any refusal, inability or failure on the Initial Purchaser shall reasonably request and shall pay all reasonable expenses part of EAI or the Issuer to perform any agreement herein or comply with any provision hereof other than by reason of a default (including under Section 7 hereof) by any of the Underwriters, EAI or the Issuer will reimburse the Underwriters upon demand for the reasonable fees and disbursements of counsel) Counsel for the Underwriters, and will reimburse the Underwriters for their reasonable out-of-pocket expenses, in an aggregate amount not exceeding $200,000, incurred by them in connection with the qualification or exemption proposed purchase and in connection with the determination sale of the eligibility Bonds. The Issuer shall not in any event be liable to any of the Notes Underwriters for investment under damages on account of loss of anticipated profits. (v) During the laws of the jurisdictions that the Initial Purchaser may reasonably designate and will continue such qualifications or exemptions in effect in such jurisdictions until the earlier of (x) the date on which Initial Purchaser shall have completed the initial resale of all of the Notes and (y) 90 days after period from the date of this AgreementUnderwriting Agreement to the date that is five days after the Closing Date, provided that the Issuer will not be required not, without the prior written consent of the Representatives, offer, sell or contract to (i) qualify to do business in sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any jurisdiction it is not now so qualified, (ii) take any action that would subject it to service of process in suits asset-backed securities (other than those suits arising out of the offering or sale of the Notes) in any jurisdiction where it is not now so subject or (iii) subject it to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not now so subjectBonds). (cvi) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 9(aa) of this Underwriting Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Issuer prior to, on or after the Closing Date, the Issuer shall furnish such documents and take such other actions to the extent reasonably requested by any Rating Agency. (vii) The Issuer shall, to the extent permitted by and consistent with the Issuer’s obligations under applicable law, include in the periodic and other reports to be filed with the Commission the information required by Section 3.07(g) of the Indenture with respect to the Bonds. To the extent that the Issuer’s obligations are terminated or limited by an amendment to Section 3.07(g) of the Indenture, or otherwise, such obligations shall be correspondingly terminated or limited hereunder. (viii) The Issuer will furnish to the Representatives and Counsel for the Underwriters, without charge, provide to copies of the Initial Purchaser Registration Statement (including exhibits thereto), and as many copies of the Preliminary Offering Memorandum Pricing Prospectus and the Offering Memorandum Final Prospectus and any amendment thereof or supplement thereto as the Initial Purchaser Representatives may reasonably request. (dix) The So long as any of the Bonds are outstanding, the Issuer will furnish to the Representatives, if and to the extent not posted on the Issuer or its affiliate’s website, (A) as soon as available, a copy of each report of the Issuer filed with the Commission under the Exchange Act or mailed to Bondholders (to the extent such reports are not publicly available on the Commission’s website), (B) a copy of any filings with the APSC pursuant to the Financing Act and the Financing Order including, but not limited to, any issuance report letter (“Issuance Report Letter”) filed with the APSC pursuant to the Financing Order with respect to the Storm Recovery Bonds or any of its “affiliates” semi-annual or more frequent true-up request letters, and (C) from time to time, any information concerning the Issuer as defined the Representatives may reasonably request. (x) So long as the Bonds are rated by any Rating Agency, the Issuer will comply in Regulation D all material respects with the written representations, acknowledgements and covenants relating to compliance with Rule 17g-5 under the Act), directly or through any agent, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined Exchange Act set forth in the Act) that is integrated with the sale of the Notes hereunder in a manner that would cause the exemption afforded by Section 4(2) of the Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Notes hereunderRating Agency Letters.