Common use of Covenants of the Note Issuer Clause in Contracts

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

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

Covenants of the Note Issuer. The Note Issuer covenants and ----------------------------- agrees with the several Underwriters that: (i) The Note Issuer will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereto, to become effective. Prior to the termination of the offering of the Certificates, the Note Issuer will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus unless the Note Issuer has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Note Issuer will cause the Final Prospectus, properly completedcompleted 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 Representatives of such timely filing. The Note Issuer will promptly advise the Representatives (iA) when the Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall have become effective, (iiB) when the Final Prospectus, and any supplement thereto, shall have been filed with the SEC pursuant to Rule 424(b), (iiiC) when, prior to termination of the offering of the Certificates, any amendment to the Registration Statement shall have been filed or become effective, (ivD) of any request by the SEC for any amendment of the Registration Statement or supplement to the Final Prospectus or for any additional information, (vE) 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 (viF) of the receipt by the Note Issuer of any notification with respect to the suspension of the qualification of the Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Note 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 when a prospectus relating to the Certificates is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Note Issuer promptly will (iA) prepare and file with the SEC, subject to the second sentence of paragraph (aa)(i) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance and (iiB) supply any supplemented Prospectus to you in such quantities as you may reasonably request. (iii) As soon as practicable, the Note Issuer will use its reasonable efforts to cause the Trust to make generally available to the Certificateholders and to the Representatives an earnings statement or statements of the Trust which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (iv) The Note 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 Final Prospectus and the Final Prospectus and any supplement thereto as the Representatives may reasonably request. The Note Issuer shall furnish or cause to be furnished to the Representatives copies of all reports on Form SR required by Rule 463 under the Act. The Note Issuer will pay the expenses of printing or other production of all documents relating to the offering. (v) The Note Issuer will arrange for the qualification of the Certificates for sale under the laws of such jurisdictions as the Representatives may designate, will maintain such qualifications in effect so long as required for the distribution of the Certificates or requested by the Representatives and will arrange for the determination of the legality of the Certificates for purchase by institutional investors; provided provided, however, that in no event shall the Note Issuer be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Certificates, in any jurisdiction where it is not now so subject. (vi) Until 90 days after the business date set forth on Schedule I heretohereof, the Note Issuer will not, without the 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 of a trust or other special purpose vehicle (other than the Notes and the Certificates). (vii) For a period from the date of this Agreement until the retirement of the Certificates, Certificates or until such time as the Underwriters shall cease to maintain a secondary market in the Certificates, whichever occurs first, the Note Issuer will deliver to the Representatives the annual statements of compliance and the annual independent auditor's servicing reports furnished to the Note Issuer or the Note Trustee pursuant to the Servicing Agreement or the Note Indenture, as applicable, as soon as such statements and reports are furnished to the Note Issuer or the Note Trustee. (viii) So long as any of the Certificates are outstanding, the Note Issuer will furnish to the Representatives (iA) as soon as available, a copy of each report of the Note Issuer or the Trust filed with the SEC under the Exchange Act, or mailed to Certificateholders, (iiB) a copy of any filings with the California Connecticut Department of Public Utility Commission Control ("DPUC") pursuant to the Financing Order, including, but not limited to, any Advice True-Up Letters, and (iii) from time to time, any information concerning the Company or Company, the Note Issuer, and, to the extent readily available, the Infrastructure Bank Issuer or the Trust, as the Representatives may reasonably request. (ix) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 6(r) of this Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Note Issuer on or after the Closing Date, the Note Issuer shall furnish such documents and take such other actions.

Covenants of the Note Issuer. The Note Issuer covenants and ----------------------------- agrees with the several Underwriters that: (i) The Note Issuer will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereto, to become effective. Prior to the termination of the offering of the Certificates, the Note Issuer will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus unless the Note Issuer has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Note Issuer will cause the Final Prospectus, properly completedcompleted 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 Representatives of such timely filing. The Note Issuer will promptly advise the Representatives (iA) when the Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall have become effective, (iiB) when the Final Prospectus, and any supplement thereto, shall have been filed with the SEC pursuant to Rule 424(b), (iiiC) when, prior to termination of the offering of the Certificates, any amendment to the Registration Statement shall have been filed or become effective, (ivD) of any request by the SEC for any amendment of the Registration Statement or supplement to the Final Prospectus or for any additional information, (vE) 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 (viF) of the receipt by the Note Issuer of any notification with respect to the suspension of the qualification of the Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Note 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 when a prospectus relating to the Certificates is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Note Issuer promptly will (iA) prepare and file with the SEC, subject to the second sentence of paragraph (aa)(i) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance and (iiB) supply any supplemented Prospectus to you in such quantities as you may reasonably request. (iii) As soon as practicable, the Note Issuer will use its reasonable efforts to cause the Trust to make generally available to the Certificateholders and to the Representatives an earnings statement or statements of the Trust which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (iv) The Note 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 Final Prospectus and the Final Prospectus and any supplement thereto as the Representatives may reasonably request. The Note Issuer shall furnish or cause to be furnished to the Representatives copies of all reports on Form SR required by Rule 463 under the Act. The Note Issuer will pay the expenses of printing or other production of all documents relating to the offering. (v) The Note Issuer will arrange for the qualification of the Certificates for sale under the laws of such jurisdictions as the Representatives may designate, will maintain such qualifications in effect so long as required for the distribution of the Certificates or requested by the Representatives and will arrange for the determination of the legality of the Certificates for purchase by institutional investors; provided provided, however, that in no event shall the Note Issuer be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Certificates, in any jurisdiction where it is not now so subject. (vi) Until 90 days after the business date set forth on Schedule I heretohereof, the Note Issuer will not, without the 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 of a trust or other special purpose vehicle (other than the Notes and the Certificates). (vii) For a period from the date of this Agreement until the retirement of the Certificates, Certificates or until such time as the Underwriters shall cease to maintain a secondary market in the Certificates, whichever occurs first, the Note Issuer will deliver to the Representatives the annual statements of compliance and the annual independent auditor's servicing reports furnished to the Note Issuer or the Note Trustee pursuant to the Servicing Agreement or the Note Indenture, as applicable, as soon as such statements and reports are furnished to the Note Issuer or the Note Trustee. (viii) So long as any of the Certificates are outstanding, the Note Issuer will furnish to the Representatives (iA) as soon as available, a copy of each report of the Note Issuer or the Trust filed with the SEC under the Exchange Act, or mailed to Certificateholders, (iiB) a copy of any filings with the California Public Utility Commission Massachusetts Department of Telecommunications and Energy ("DTE") pursuant to the Financing Order, including, but not limited to, any Advice Letters, and (iii) from time to time, any information concerning the Company or Company, the Note Issuer, and, to the extent readily available, the Infrastructure Bank Issuer or the Trust, as the Representatives may reasonably request. (ix) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 6(r) of this Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Note Issuer on or after the Closing Date, the Note Issuer shall furnish such documents and take such other actions.

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

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

Covenants of the Note Issuer. The Note Issuer covenants and ----------------------------- agrees with the several Underwriters that: (i) The Note Issuer will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereto, to become effective. Prior to the termination of the offering of the Certificates, the Note Issuer will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus unless the Note Issuer has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Note Issuer will cause the Final Prospectus, properly completedcompleted 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 Representatives of such timely filing. The Note Issuer will promptly advise the Representatives (i) when the Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall have become effective, (ii) when the Final Prospectus, and any supplement thereto, shall have been filed with the SEC pursuant to Rule 424(b), (iii) when, prior to termination of the offering of the Certificates, 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 Note Issuer of any notification with respect to the suspension of the qualification of the Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Note 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.Registration (ii) If, at any time when a prospectus relating to the Certificates is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Note Issuer promptly will (i) prepare and file with the SEC, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance and (ii) supply any supplemented Prospectus to you in such quantities as you may reasonably request. (iii) As soon as practicable, the Note Issuer will use its reasonable efforts to cause the Trust to make generally available to the Certificateholders and to the Representatives an earnings statement or statements of the Trust which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (iv) The Note 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 Final Prospectus and the Final Prospectus and any supplement thereto as the Representatives may reasonably request. The Note Issuer shall furnish or cause to be furnished to the Representatives copies of all reports on Form SR required by Rule 463 under the Act. The Note Issuer will pay the expenses of printing or other production of all documents relating to the offering. (v) The Note Issuer will arrange for the qualification of the Certificates for sale under the laws of such jurisdictions as the Representatives may 7 8 designate, will maintain such qualifications in effect so long as required for the distribution of the Certificates and will arrange for the determination of the legality of the Certificates for purchase by institutional investors; provided provided, however, that in no event shall the Note Issuer be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Certificates, in any jurisdiction where it is not now so subject. (vi) Until 90 days after the business date set forth on Schedule I heretohereof, the Note Issuer will not, without the 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 of a trust or other special purpose vehicle (other than the Notes and the Certificates). (vii) For a period from the date of this Agreement until the retirement of the Certificates, Certificates or until such time as the Underwriters shall cease to maintain a secondary market in the Certificates, whichever occurs first, the Note Issuer will deliver to the Representatives the annual statements of compliance and the annual independent auditor's servicing reports furnished to the Note Issuer or the Note Trustee pursuant to the Servicing Agreement or the Note Indenture, as applicable, as soon as such statements and reports are furnished to the Note Issuer or the Note Trustee. (viii) So long as any of the Certificates are outstanding, the Note Issuer will furnish to the Representatives (i) as soon as available, a copy of each report of the Note Issuer or the Trust filed with the SEC under the Exchange Act, or mailed to Certificateholders, (ii) a copy of any filings with the California Public Utility Commission Massachusetts Department of Transportation and Energy ("DTE") pursuant to the Financing Order, including, but not limited to, any Advice Letters, and (iii) from time to time, any information concerning the Company or Company, the Note Issuer, and, to the extent readily available, the Infrastructure Bank Issuer or the Trust, as the Representatives may reasonably request. (ix) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 6(r) of this Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Note Issuer on or after the Closing Date, the Note Issuer shall furnish such documents and take such other actions.

Covenants of the Note Issuer. The Note Issuer covenants and ----------------------------- agrees with the several Underwriters that: (i) The Note Issuer will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereto, to become effective. Prior to the termination of the offering of the CertificatesNotes, the Note Issuer will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus unless the Note Issuer has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Note Issuer will cause the Final Prospectus, properly completedcompleted 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 Representatives of such timely filing. The Note Issuer will promptly advise the Representatives (i) when the Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall have become effective, (ii) when the Final Prospectus, and any supplement thereto, shall have been filed with the SEC pursuant to Rule 424(b), (iii) when, prior to termination of the offering of the CertificatesNotes, 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 Note Issuer of any notification with respect to the suspension of the qualification of the Certificates Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Note 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 when a prospectus relating to the Certificates Notes is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Note Issuer promptly will (i) prepare and file with the SEC, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance and (ii) supply any supplemented Prospectus to you in such quantities as you may reasonably request. (iii) As soon as practicableOn or before ____________, the Note Issuer will cause the Trust to make generally available to the Certificateholders Noteholders and to the Representatives an earnings statement or statements of the Trust Note Issuer which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (iv) The Note Issuer will furnish to each of the Representatives and counsel for the Underwriters, without charge, copies one executed copy of the Registration Statement and of the Form T-1 (including exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any supplement thereto as the Representatives may reasonably request. The Final Prospectus shall be delivered to the Representatives prior to 10:00 AM (New York City time) on the second business day succeeding the Execution Date. The Note Issuer shall cause the proceeds of the issuance and sale of the Notes to be applied for the purposes described in the Prospectus and shall furnish or cause to be furnished to the Representatives copies of all reports on Form SR required by Rule 463 under the Act. The Note Issuer will pay the expenses of printing or other production of all documents relating to the offering. (v) The Note Issuer will arrange for the qualification of the Certificates Notes for sale under the laws of such jurisdictions as the Representatives may designate, will maintain such qualifications in effect so long as required for the distribution of the Certificates Notes and will arrange for the determination of the legality of the Certificates Notes for purchase by institutional investors; provided that in no event shall the Note Issuer be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the CertificatesNotes, in any jurisdiction where it is not now so subject. (vi) Until the business date set forth on Schedule I heretoAugust 1, 1999, the Note Issuer will not, without the 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 of a trust or other special purpose vehicle (other than the CertificatesNotes). (vii) For a period from the date of this Agreement until the retirement of the Certificates, or until such time as the Underwriters shall cease to maintain a secondary market in the Certificates, whichever occurs firstNotes, the Note Issuer will deliver to the Representatives the annual statements of compliance and the annual independent auditor's servicing reports furnished to the Note Issuer or the Note Indenture Trustee pursuant to the Servicing Agreement or the Indenture, as applicable, as soon as such statements and reports are furnished to the Note Issuer or the Note Indenture Trustee. (viii) So long as any of the Certificates Notes are outstanding, the Note Issuer will furnish to the Representatives (i) as soon as available, a copy of each report of the Trust filed by it with the SEC under the Exchange Act, or mailed to CertificateholdersNoteholders, (ii) a copy of any filings with the California Public Utility Commission ICC pursuant to the Financing 1998 Funding Order, including, but not limited to, any Advice Letters, and (iii) from time to time, any information concerning ComEd, the Company Grantee or the Note Issuer, and, to the extent readily available, the Infrastructure Bank or the Trust, as the Representatives may reasonably request. (ix) To the extent, if any, that any rating necessary to satisfy the condition set forth for in Section 6(r6(p) of this Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Note Issuer on or after the Closing Date, the Note Issuer shall furnish such documents and take such other actions.