Common use of Performance of Obligations; Servicing Clause in Contracts

Performance of Obligations; Servicing. (a) The Borrower will not take any action and will use commercially reasonable efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement comprising Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Agreement and the other Basic Documents or such other instrument or agreement. (b) The Borrower may contract with other Persons to assist it in performing its duties under this Agreement, and any performance of such duties by a Person identified to the Administrative Agent in an Officer’s Certificate of the Borrower shall be deemed to be action taken by the Borrower. Initially, the Borrower has contracted with the Servicer to assist the Borrower in performing its duties under this Agreement. (c) The Borrower will punctually perform and observe all of its obligations and agreements contained in this Agreement, the other Basic Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Agreement and the other Basic Documents, in accordance with and within the time periods provided for herein and therein. (d) If the Borrower shall have knowledge of the occurrence of a Servicer Default, the Borrower shall promptly notify the Collateral Agent thereof, and shall specify in such notice the action, if any, the Borrower is taking with respect to such event. (e) Upon any termination of the rights and powers of the Servicer or the resignation of the Servicer pursuant to the Basic Servicing Agreement or any Servicing Supplement, the Borrower shall promptly notify the Collateral Agent. As soon as any Successor Servicer is appointed pursuant to the Basic Servicing Agreement or the related Servicing Supplement, the Borrower shall notify the Collateral Agent of such appointment, specifying in such notice the name and address of such Successor Servicer.

Performance of Obligations; Servicing. Commission ------------------------------------------------- Filings. (a) The Borrower Note Issuer (i) will diligently pursue any and all actions to -------- enforce its rights under each instrument or agreement included in the Collateral and (ii) will not take any action and will use commercially reasonable its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material 's covenants or obligations under any such instrument or agreement comprising Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except except, in each case, as expressly provided in this Indenture, the Sale Agreement, the Servicing Agreement and the other Basic Documents or such other instrument or agreement. (b) The Borrower Note Issuer may contract with other Persons to assist it in performing its duties under this AgreementIndenture, and any performance of such duties by a Person identified to the Administrative Agent Note Trustee in an Officer’s 's Certificate of the Borrower Note Issuer shall be deemed to be action taken by the BorrowerNote Issuer. Initially, the Borrower Note Issuer has contracted with the Servicer to assist the Borrower Note Issuer in performing its duties under this AgreementIndenture. (c) The Borrower Note Issuer will punctually perform and observe all of its obligations and agreements contained in this AgreementIndenture, the other Basic Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all filings with the CPUC pursuant to the PU Code, UCC financing statements and continuation statements required to be filed by it by the terms of this Indenture, the Sale Agreement and the other Basic Documents, Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Note Issuer shall not waive, amend, modify, supplement or terminate any Basic Document or any provision thereof without the written consent of the Note Trustee or the Holders of at least a majority of the Outstanding Amount of Notes of all Series. (d) If the Borrower Note Issuer shall have knowledge of the occurrence of a Servicer DefaultDefault under the Servicing Agreement, the Borrower Note Issuer shall promptly notify the Collateral Agent Note Trustee, the Infrastructure Bank, the Rating Agencies thereof, and shall specify in such notice the action, if any, the Borrower Note Issuer is taking with respect of such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the Transition Property or the FTA Charge, the Note Issuer shall take all reasonable steps available to it to remedy such eventfailure. (e) As promptly as possible after the giving of notice of termination to the Servicer and the Rating Agencies of the Servicer's rights and powers pursuant to Section 7.01 of the Servicing Agreement, the Note Trustee shall appoint a successor Servicer (the "Successor Servicer"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Note Issuer and the Note Trustee. Any Successor Servicer shall (i) be permitted under CPUC Regulations to perform the duties of the Servicer, (ii) be approved in writing by the Rating Agencies and (iii) enter into a servicing agreement with the Note Issuer having substantially the same provisions as the provisions of the Servicing Agreement applicable to the Servicer. If within 30 days after the delivery of the notice referred to above, the Note Trustee shall not have obtained such a new Servicer, the Note Issuer may petition the CPUC or a court of competent jurisdiction to appoint a Successor Servicer. In connection with any such appointment, the Note Issuer may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Servicing Agreement, and in accordance with Section 5.02 of the Servicing Agreement, the Note Issuer shall enter into an agreement with such successor for the servicing of the Transition Property (such agreement to be in form and substance satisfactory to the Note Trustee). (f) Upon any termination of the Servicer's rights and powers of the Servicer or the resignation of the Servicer pursuant to the Basic Servicing Agreement or any Servicing SupplementAgreement, the Borrower Note Trustee shall promptly notify the Collateral AgentNote Issuer, the Noteholders and the Rating Agencies. As soon as any a Successor Servicer is appointed pursuant to the Basic Servicing Agreement or the related Servicing Supplementappointed, the Borrower Note Trustee shall notify the Collateral Agent Note Issuer, the Noteholders and the Rating Agencies of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) Without derogating from the absolute nature of the assignment granted to the Note Trustee under this Indenture or the rights of the Note Trustee hereunder, the Note Issuer agrees that it will not, without the prior written consent of the Note Trustee or the Holders of at least a majority in Outstanding Amount of the Notes of all Series, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral or the Basic Documents, or waive timely performance or observance by the Seller or the Servicer under the Sale Agreement or the Servicing Agreement, respectively. If any such amendment, modification, supplement or waiver shall be so consented to by the Note Trustee or such Holders, the Note Issuer agrees to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as shall be necessary or appropriate in the circumstances. The Note Issuer agrees that no such amendment, modification, supplement or waiver shall adversely affect the rights of the Holders of the Notes outstanding at the time of any such amendment, modification, supplement or waiver. (h) The Note Issuer shall file with the Commission such periodic reports, if any, as are required from time to time under Section 13 of the Securities Exchange Act of 1934. (i) The Note Issuer shall make all filings required under the Statute relating to the transfer of the ownership or security interest in the Transition Property other than those required to be made by the Seller pursuant to the Basic Documents.

Performance of Obligations; Servicing. (a) The Borrower will not take any action and will use commercially reasonable efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement comprising Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Agreement and the other Basic Documents or such other instrument or agreement. (b) The Borrower Grantee may contract with other Persons to assist it in performing its duties under this Agreement, and any performance of such duties by a Person identified to the Administrative Agent Note Issuer in an Officer’s 's Certificate of the Borrower Grantee shall be deemed to be action taken by the Borrower. InitiallyGrantee. (b) Except as otherwise expressly permitted therein, the Borrower has contracted with Grantee shall not waive, amend, modify, supplement or terminate any Basic Document or any provision thereof without the Servicer to assist written consent of the Borrower in performing its duties under this AgreementNote Issuer (which consent shall not be withheld if the Indenture Trustee shall have consented thereto). (c) The Borrower will punctually perform and observe all of its obligations and agreements contained in this Agreement, the other Basic Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Agreement and the other Basic Documents, in accordance with and within the time periods provided for herein and therein. (d) If the Borrower shall have knowledge of the occurrence of a Servicer Default, the Borrower shall promptly notify the Collateral Agent thereof, and shall specify in such notice the action, if any, the Borrower is taking with respect to such event. (e) Upon any termination of the Servicer's rights and powers of the Servicer or the resignation of the Servicer pursuant to the Basic Servicing Agreement or any Servicing SupplementAgreement, the Borrower Note Issuer shall promptly notify the Collateral AgentGrantee. As soon as any a Successor Servicer is appointed pursuant to the Basic Servicing Agreement or the related Servicing Supplementappointed, the Borrower Note Issuer shall notify the Collateral Agent Grantee of such appointment, specifying in such notice the name and address of such Successor Servicer. (d) Without derogating from the absolute nature of the assignment granted to the Note Issuer under this Agreement or the rights of the Note Issuer hereunder, the Grantee will not, without the prior written consent of the Note Issuer, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of; the terms of any Note Collateral or the Basic Documents, or waive timely performance or observance by Illinois Power or the Servicer under the Grant Agreement or the Servicing Agreement, respectively. If any such amendment, modification, supplement or waiver shall be so consented to by the Note Issuer and the Note Issuer shall so request, the Grantee shall execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as shall be necessary or appropriate in the circumstances. (e) The Grantee shall make all filings required under the Funding Law relating to the transfer of the ownership or security interest in the 1998 Transition Property other than those required to be made by Illinois Power pursuant to the Basic Documents.

Performance of Obligations; Servicing. Commission ------------------------------------------------- Filings. (a) The Borrower Note Issuer (i) will diligently pursue any and all actions to -------- enforce its rights under each instrument or agreement included in the Collateral and (ii) will not take any action and will use commercially reasonable its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material 's covenants or obligations under any such instrument or agreement comprising Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except except, in each case, as expressly provided in this Indenture, the Sale Agreement, the Servicing Agreement and the other Basic Documents or such other instrument or agreement. (b) The Borrower Note Issuer may contract with other Persons to assist it in performing its duties under this AgreementIndenture, and any performance of such duties by a Person identified to the Administrative Agent Note Trustee in an Officer’s 's Certificate of the Borrower Note Issuer shall be deemed to be action taken by the BorrowerNote Issuer. Initially, the Borrower Note Issuer has contracted with the Servicer to assist the Borrower Note Issuer in performing its duties under this AgreementIndenture. (c) The Borrower Note Issuer will punctually perform and observe all of its obligations and agreements contained in this AgreementIndenture, the other Basic Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all filings with the CPUC pursuant to the PU Code, UCC financing statements and continuation statements required to be filed by it by the terms of this Indenture, the Sale Agreement and the other Basic Documents, Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Note Issuer shall not waive, amend, modify, supplement or terminate any Basic Document or any provision thereof without the written consent of the Note Trustee or the Holders of at least a majority of the Outstanding Amount of Notes of all Series. (d) If the Borrower Note Issuer shall have knowledge of the occurrence of a Servicer DefaultDefault under the Servicing Agreement, the Borrower Note Issuer shall promptly notify the Collateral Agent Note Trustee, the Infrastructure Bank, the Rating Agencies thereof, and shall specify in such notice the action, if any, the Borrower Note Issuer is taking with respect of such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the Transition Property or the FTA Charge, the Note Issuer shall take all reasonable steps available to it to remedy such eventfailure. (e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer's rights and powers pursuant to Section 7.01 of the Servicing Agreement, the Note Issuer shall appoint a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Note Trustee. Any Successor Servicer shall (i) [satisfy the following criteria: [NEED TO DEVELOP CRITERIA], (ii) be approved in writing by the Rating Agencies and (iii) enter into a servicing agreement with the Note Issuer having substantially the same provisions as the provisions of the Servicing Agreement applicable to the Servicer. If within 30 days after the delivery of the notice referred to above, the Note Issuer shall not have obtained such a new servicer, the Note Trustee may petition the CPUC or a court of competent jurisdiction to appoint a Successor Servicer. In connection with any such appointment, the Note Issuer may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Servicing Agreement, and in accordance with Section 5.02 of the Servicing Agreement, the Note Issuer shall enter into an agreement with such successor for the servicing of the Transition Property (such agreement to be in form and substance satisfactory to the Note Trustee). (f) Upon any termination of the Servicer's rights and powers of the Servicer or the resignation of the Servicer pursuant to the Basic Servicing Agreement or any Servicing SupplementAgreement, the Borrower Note Trustee shall promptly notify the Collateral AgentNote Issuer, the Noteholders and the Rating Agencies. As soon as any a Successor Servicer is appointed pursuant to the Basic Servicing Agreement or the related Servicing Supplementappointed, the Borrower Note Issuer shall notify the Collateral Agent Note Trustee, the Noteholders and the Rating Agencies of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) Without derogating from the absolute nature of the assignment granted to the Note Trustee under this Indenture or the rights of the Note Trustee hereunder, the Note Issuer agrees that it will not, without the prior written consent of the Note Trustee or the Holders of at least a majority in Outstanding Amount of the Notes of all Series, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral or the Basic Documents, or waive timely performance or observance by the Seller or the Servicer under the Sale Agreement or the Servicing Agreement, respectively. If any such amendment, modification, supplement or waiver shall be so consented to by the Note Trustee or such Holders, the Note Issuer agrees to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as shall be necessary or appropriate in the circumstances. The Note Issuer agrees that no such amendment, modification, supplement or waiver shall adversely affect the rights of the Holders of the Notes outstanding at the time of any such amendment, modification, supplement or waiver. (h) The Note Issuer shall file with the Commission such periodic reports, if any, as are required from time to time under Section 13 of the Securities Exchange Act of 1934. (i) The Note Issuer shall make all filings required under the Statute relating to the transfer of the ownership or security interest in the Transition Property other than those required to be made by the Seller pursuant to the Basic Documents.

Performance of Obligations; Servicing. (a) The Borrower will Issuer (i) shall diligently pursue any and all actions to enforce its rights under each instrument or agreement included in the Rate Stabilization Bond Collateral and (ii) shall not take any action and will shall use commercially reasonable its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any such instrument or agreement comprising Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except except, in each case, as expressly provided in this Agreement and the other Basic Documents to which the Issuer is a party or such other instrument or agreement. (b) The Borrower Issuer may contract with other Persons to assist it in performing its duties under this AgreementIndenture, and any performance of such duties by a Person identified to the Administrative Agent Indenture Trustee herein or in an Officer’s Certificate of the Borrower shall be deemed to be action taken by the BorrowerIssuer. Initially, the Borrower Issuer has contracted with the Servicer to assist the Borrower Issuer in performing its duties under this AgreementIndenture. (c) The Borrower will Issuer shall punctually perform and observe all of its obligations and agreements contained in this AgreementIndenture, the related Series Supplement, the other Basic Documents to which the Issuer is a party and in the instruments and agreements included in the Rate Stabilization Bond Collateral, including but not limited to filing or causing to be filed all filings with the PSC or the Maryland State Department of Assessments and Taxation pursuant to the Rate Stabilization Law or the Qualified Rate Order, all UCC financing statements and continuation statements required to be filed by it by the terms of this Indenture, the related Series Supplement, the Sale Agreement and the other Basic Documents, Servicing Agreement in accordance with and within the time periods provided for herein and therein. (d) If the Borrower Issuer shall have knowledge of the occurrence of a Servicer DefaultDefault under the Servicing Agreement, the Borrower Issuer shall promptly notify give written notice thereof to the Collateral Agent thereofIndenture Trustee and the Rating Agencies, and shall specify in such notice the response or action, if any, the Borrower Issuer has taken or is taking with respect to such eventdefault. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the Rate Stabilization Property, the Rate Stabilization Bond Collateral or the Qualified Rate Stabilization Charges, the Issuer shall take all reasonable steps available to it to remedy such failure. (e) As promptly as possible after the giving of notice of termination to the Servicer and the Rating Agencies of the Servicer’s rights and powers pursuant to Section 7.01 of the Servicing Agreement, the Indenture Trustee may and shall, at the written direction of the Holders evidencing not less than a majority of the Outstanding Amount of the Rate Stabilization Bonds of all Series, appoint a successor Servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Issuer and the Indenture Trustee. A Person shall qualify as a Successor Servicer only if such Person satisfies the requirements of the Servicing Agreement. If within thirty (30) days after the delivery of the notice referred to above, a new Servicer shall not have been appointed, the Indenture Trustee may petition a court of competent jurisdiction to appoint a Successor Servicer. In connection with any such appointment, BGE may make such arrangements for the compensation of such Successor Servicer as it and such successor shall agree, subject to the limitations set forth in Section 8.02 and in the Servicing Agreement. (f) Upon any termination of the Servicer’s rights and powers of the Servicer or the resignation of the Servicer pursuant to the Basic Servicing Agreement or any Servicing SupplementAgreement, the Borrower Indenture Trustee shall promptly notify the Collateral AgentIssuer, the Holders and the Rating Agencies. As soon as any a Successor Servicer is appointed pursuant to the Basic Servicing Agreement or the related Servicing Supplementappointed, the Borrower Indenture Trustee shall notify the Collateral Agent Issuer, the Holders and the Rating Agencies of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer shall (or shall cause the Sponsor to) file with or furnish to the SEC periodic reports and other reports as are required from time to time under Section 13 or Section 15(d) of the Exchange Act. (h) The Issuer shall make all filings required under the Rate Stabilization Law relating to the transfer of the ownership or security interest in the Rate Stabilization Property other than those required to be made by the Seller or the Servicer pursuant to the Basic Documents.

Performance of Obligations; Servicing. SEC ------------------------------------------ Filings. (a) The Borrower Note Issuer (i) will diligently pursue any and all -------- actions to enforce its rights under each instrument or agreement included in the Collateral and (ii) will not take any action and will use commercially reasonable its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material 's covenants or obligations under any such instrument or agreement comprising Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except except, in each case, as expressly provided in this Indenture, the Sale Agreement, the Servicing Agreement and the other Basic Documents or such other instrument or agreement. (b) The Borrower Note Issuer may contract with other Persons to assist it in performing its duties under this AgreementIndenture, and any performance of such duties by a Person identified to the Administrative Agent Note Trustee in an Officer’s 's Certificate of the Borrower Note Issuer shall be deemed to be action taken by the BorrowerNote Issuer. Initially, the Borrower Note Issuer has contracted with the Servicer to assist the Borrower Note Issuer in performing its duties under this AgreementIndenture. (c) The Borrower Note Issuer will punctually perform and observe all of its obligations and agreements contained in this AgreementIndenture, the other Basic Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all filings with the CPUC pursuant to the PU Code, UCC financing statements and continuation statements required to be filed by it by the terms of this Indenture, the Sale Agreement and the other Basic Documents, Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly permitted therein, the Note Issuer shall not waive, amend, modify, supplement or terminate any Basic Document or any provision thereof without the written consent of the Note Trustee (which consent shall not be withheld if (i) the Note Trustee shall have received an Officer's Certificate stating that such waiver, amendment, modification, supplement or termination shall not adversely affect in any material respect the interests of the Noteholders or the holders of Certificates and (ii) the Rating Agency Condition shall have been satisfied with respect thereto) or the Holders of at least a majority of the Outstanding Amount of Notes of all Series. (d) If the Borrower Note Issuer shall have knowledge of the occurrence of a Servicer DefaultDefault under the Servicing Agreement, the Borrower Note Issuer shall promptly notify give written notice thereof to the Collateral Agent thereofNote Trustee, the Infrastructure Bank and the Rating Agencies, and shall specify in such notice the action, if any, the Borrower Note Issuer is taking with respect of such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the Transition Property or the FTA Charges, the Note Issuer shall take all reasonable steps available to it to remedy such eventfailure. (e) As promptly as possible after the giving of notice of termination to the Servicer and the Rating Agencies of the Servicer's rights and powers pursuant to Section 7.01 of the Servicing Agreement, the Note Issuer shall appoint a successor Servicer (the "Successor Servicer") with the Note Trustee's prior written consent thereto (which consent shall not be unreasonably withheld), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Note Issuer and the Note Trustee. A Person shall qualify as a Successor Servicer only if such Person satisfies the requirements of the Servicing Agreement. If within 30 days after the delivery of the notice referred to above, the Note Issuer shall not have obtained such a new Servicer, the Note Trustee may petition the CPUC or a court of competent jurisdiction to appoint a Successor Servicer. In connection with any such appointment, the Note Issuer may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Servicing Agreement, and in accordance with Section 5.02 of the Servicing Agreement, the Note Issuer shall enter into an agreement with such successor for the servicing of the Transition Property (such agreement to be in form and substance satisfactory to the Note Trustee). (f) Upon any termination of the Servicer's rights and powers of the Servicer or the resignation of the Servicer pursuant to the Basic Servicing Agreement or any Servicing SupplementAgreement, the Borrower Note Trustee shall promptly notify the Collateral AgentNote Issuer, the Noteholders, the Infrastructure Bank and the Rating Agencies. As soon as any a Successor Servicer is appointed pursuant to the Basic Servicing Agreement or the related Servicing Supplementappointed, the Borrower Note Issuer shall notify the Collateral Agent Note Trustee, the Noteholders and the Rating Agencies of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) Without derogating from the absolute nature of the assignment granted to the Note Trustee under this Indenture or the rights of the Note Trustee hereunder, the Note Issuer agrees that it will not, without the prior written consent of the Note Trustee or the Holders of at least a majority in Outstanding Amount of the Notes of all Series, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral or the Basic Documents, or waive timely performance or observance by the Seller or the Servicer under the Sale Agreement or the Servicing Agreement, respectively. If any such amendment, modification, supplement or waiver shall be so consented to by the Note Trustee or such Holders, the Note Issuer agrees to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as shall be necessary or appropriate in the circumstances. The Note Issuer agrees that no such amendment, modification, supplement or waiver shall adversely affect the rights of the Holders of the Notes outstanding at the time of any such amendment, modification, supplement or waiver. (h) The Note Issuer shall file with the SEC such periodic reports, if any, as are required from time to time under Section 13 of the Exchange Act. (i) The Note Issuer shall make all filings required under the Statute relating to the transfer of the ownership or security interest in the Transition Property other than those required to be made by the Seller pursuant to the Basic Documents.

Performance of Obligations; Servicing. (a) The Borrower Note Issuer (i) will diligently pursue any and all actions to enforce its rights under each instrument or agreement included in the Collateral and (ii) will not take any action and will use commercially reasonable its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material 's covenants or obligations under any such instrument or agreement comprising Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except except, in each case, as expressly provided in this Indenture, the Sale Agreement, the Servicing Agreement and the other Basic Documents or such other instrument or agreement. (b) The Borrower Note Issuer may contract with other Persons to assist it in performing its duties under this AgreementIndenture, and any performance of such duties by a Person identified to the Administrative Agent Note Trustee in an Officer’s 's Certificate of the Borrower Note Issuer shall be deemed to be action taken by the BorrowerNote Issuer. Initially, the Borrower Note Issuer has contracted with the Servicer to assist the Borrower Note Issuer in performing its duties under this AgreementIndenture. (c) The Borrower Note Issuer will punctually perform and observe all of its obligations and agreements contained in this AgreementIndenture, the other Basic Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all filings with the CPUC pursuant to the PU Code, UCC financing statements and continuation statements required to be filed by it by the terms of this Indenture, the Sale Agreement and the other Basic Documents, Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly permitted therein, the Note Issuer shall not waive, amend, modify, supplement or terminate any Basic Document or any provision thereof without the written consent of the Note Trustee (which consent shall not be withheld if (i) the Note Trustee shall have received an Officer's Certificate stating that such waiver, amendment, modification, supplement or termination shall not adversely affect in any material respect the interests of the Noteholders or the holders of Certificates and (ii) the Rating Agency Condition shall have been satisfied with respect thereto) or the Holders of at least a majority of the Outstanding Amount of Notes of all Series. (d) If the Borrower Note Issuer shall have knowledge of the occurrence of a Servicer DefaultDefault under the Servicing Agreement, the Borrower Note Issuer shall promptly notify give written notice thereof to the Collateral Agent thereofNote Trustee, the Infrastructure Bank and Moody's, and shall specify in such notice the action, if any, the Borrower Note Issuer is taking with respect of such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the Transition Property or the FTA Charges, the Note Issuer shall take all reasonable steps available to it to remedy such eventfailure. (e) As promptly as possible after the giving of notice of termination to the Servicer and Moody's, the Servicer's rights and powers pursuant to Section 7.01 of the Servicing Agreement, the Note Issuer shall appoint a successor Servicer (the "Successor Servicer") with the Note Trustee's prior written ------------------ consent thereto (which consent shall not be unreasonably withheld), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Note Issuer and the Note Trustee. A Person shall qualify as a Successor Servicer only if such Person satisfies the requirements of the Servicing Agreement. If within 30 days after the delivery of the notice referred to above, the Note Issuer shall not have obtained such a new Servicer, the Note Trustee may petition the CPUC or a court of competent jurisdiction to appoint a Successor Servicer. In connection with any such appointment, the Note Issuer may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Servicing Agreement, and in accordance with Section 7.02 of the Servicing Agreement, the Note Issuer shall enter into an agreement with such successor for the servicing of the Transition Property (such agreement to be in form and substance satisfactory to the Note Trustee). (f) Upon any termination of the Servicer's rights and powers of the Servicer or the resignation of the Servicer pursuant to the Basic Servicing Agreement or any Servicing SupplementAgreement, the Borrower Note Trustee shall promptly notify the Collateral AgentNote Issuer, the Noteholders, the Infrastructure Bank and Moody's. As soon as any a Successor Servicer is appointed pursuant to the Basic Servicing Agreement or the related Servicing Supplementappointed, the Borrower Note Issuer shall notify the Collateral Agent Note Trustee, the Noteholders and Moody's of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) Without derogating from the absolute nature of the assignment granted to the Note Trustee under this Indenture or the rights of the Note Trustee hereunder, the Note Issuer agrees that it will not, without the prior written consent of the Note Trustee or the Holders of at least a majority in Outstanding Amount of the Notes of all Series, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral or the Basic Documents, or waive timely performance or observance by the Seller or the Servicer under the Sale Agreement or the Servicing Agreement, respectively. If any such amendment, modification, supplement or waiver shall be so consented to by the Note Trustee or such Holders, the Note Issuer agrees to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as shall be necessary or appropriate in the circumstances. The Note Issuer agrees that no such amendment, modification, supplement or waiver shall adversely affect the rights of the Holders of the Notes outstanding at the time of any such amendment, modification, supplement or waiver. (h) The Note Issuer shall furnish to the Noteholders and to prospective investors, upon the request of such Noteholders and prospective investors, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act for so long as the Notes are not freely transferable under the Securities Act, and, in any event, such information shall include all information that the Note Issuer would be required to file with the SEC if the Notes were not exempt from registration. (i) The Note Issuer shall make all filings required under the Statute relating to the transfer of the ownership or security interest in the Transition Property other than those required to be made by the Seller pursuant to the Basic Documents.

Performance of Obligations; Servicing. (a) The Borrower will not take any action and will use commercially reasonable efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement comprising Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Agreement and the other Basic Documents or such other instrument or agreement. (b) The Borrower Grantee may contract with other Persons to assist it in performing its duties under this Agreement, and any performance of such duties by a Person identified to the Administrative Agent Note Issuer in an Officer’s 's Certificate of the Borrower Grantee shall be deemed to be action taken by the Borrower. InitiallyGrantee. (b) Except as otherwise expressly permitted therein, the Borrower has contracted with Grantee shall not waive, amend, modify, supplement or terminate any Basic Document or any provision thereof without the Servicer to assist written consent of the Borrower in performing its duties under this AgreementNote Issuer (which consent shall not be withheld if the Indenture Trustee shall have consented thereto). (c) The Borrower will punctually perform and observe all of its obligations and agreements contained in this Agreement, the other Basic Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Agreement and the other Basic Documents, in accordance with and within the time periods provided for herein and therein. (d) If the Borrower shall have knowledge of the occurrence of a Servicer Default, the Borrower shall promptly notify the Collateral Agent thereof, and shall specify in such notice the action, if any, the Borrower is taking with respect to such event. (e) Upon any termination of the Servicer's rights and powers of the Servicer or the resignation of the Servicer pursuant to the Basic Servicing Agreement or any Servicing SupplementAgreement, the Borrower Note Issuer shall promptly notify the Collateral AgentGrantee. As soon as any a Successor Servicer is appointed pursuant to the Basic Servicing Agreement or the related Servicing Supplementappointed, the Borrower Note Issuer shall notify the Collateral Agent Grantee of such appointment, specifying in such notice the name and address of such Successor Servicer. (d) Without derogating from the absolute nature of the assignment granted to the Note Issuer under this Agreement or the rights of the Note Issuer hereunder, the Grantee will not, without the prior written consent of the Note Issuer, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Note Collateral or the Basic Documents, or waive timely performance or observance by ComEd or the Servicer under the Grant Agreement or the Servicing Agreement, respectively. If any such amendment, modification, supplement or waiver shall be so consented to by the Note Issuer and the Note Issuer shall so request, the Grantee shall execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as shall be necessary or appropriate in the circumstances. (e) The Grantee shall make all filings required under the Funding Law relating to the transfer of the ownership or security interest in the 1998 Transition Property other than those required to be made by ComEd pursuant to the Basic Documents.

Performance of Obligations; Servicing. (a) The Borrower will not take any action and will use commercially reasonable efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement comprising Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Agreement and the other Basic Documents or such other instrument or agreement. (b) The Borrower Grantee may contract with other Persons to assist it in performing its duties under this Agreement, and any performance of such duties by a Person identified to the Administrative Agent Note Issuer in an Officer’s 's Certificate of the Borrower Grantee shall be deemed to be action taken by the Borrower. InitiallyGrantee. (b) Except as otherwise expressly permitted therein, the Borrower has contracted with Grantee shall not waive, amend, modify, supplement or terminate any Basic Document or any provision thereof without the Servicer written consent of the Note Issuer (which consent shall not be withheld if the Indenture Trustee shall have consented thereto) and prior written notice to assist the Borrower Rating Agencies. The Grantee shall not terminate the Administration Agreement prior to the repayment in performing its duties under this Agreementfull of all Notes. (c) The Borrower will punctually perform and observe all of its obligations and agreements contained in this Agreement, the other Basic Documents and in the instruments and agreements included in the Collateral, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Agreement and the other Basic Documents, in accordance with and within the time periods provided for herein and therein. (d) If the Borrower shall have knowledge of the occurrence of a Servicer Default, the Borrower shall promptly notify the Collateral Agent thereof, and shall specify in such notice the action, if any, the Borrower is taking with respect to such event. (e) Upon any termination of the Servicer's rights and powers of the Servicer or the resignation of the Servicer pursuant to the Basic Servicing Agreement or any Servicing SupplementAgreement, the Borrower Note Issuer shall promptly notify the Collateral AgentGrantee and the Rating Agencies. As soon as any a Successor Servicer is appointed pursuant to the Basic Servicing Agreement or the related Servicing Supplementappointed, the Borrower Note Issuer shall notify the Collateral Agent Grantee and the Rating Agencies of such appointment, specifying in such notice the name and address of such Successor Servicer. (d) Without derogating from the absolute nature of the assignment granted to the Note Issuer under this Agreement or the rights of the Note Issuer hereunder, the Grantee will not, without the prior written consent of the Note Issuer and prior written notice to the Rating Agencies, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Note Collateral or the Basic Documents, or waive timely performance or observance by ComEd or the Servicer under the Grant Agreement or the Servicing Agreement, respectively. If any such amendment, modification, supplement or waiver shall be so consented to by the Note Issuer and the Note Issuer shall so request, the Grantee shall execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as shall be necessary or appropriate in the circumstances. (e) The Grantee shall make all filings required under the Funding Law relating to the transfer of the ownership or security interest in the 1998 Transition Property other than those required to be made by ComEd pursuant to the Basic Documents.