Common use of Representations and Warranties of the Issuer Clause in Contracts

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Issuer and the Bonds meet the requirements for the use of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Consumers, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2, 2014 (Registration Nos. 333-195654 and 333-195654-01), [as amended by Amendment No. 1 thereto filed [ ], 2014 and Amendment No. 2 thereto filed [ ], 2014,] including a prospectus and a form of prospectus supplement, for the registration under the Securities Act of up to $[ ] aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 and 000-000000-00”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 and 000-000000-00, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) and any information in a prospectus or a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B under the Securities Act (“Rule 430B”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1, and the Issuer and the Bonds meet the requirements for the use of Form S-3 SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and ConsumersDTE, in its capacity as co-registrant and in its capacity as sponsor for with the Issuerrespect to the Bonds, have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2August 11, 2014 2023 (Registration Nos. 333-195654 273931 and 333-195654273931-01), [as amended by Amendment No. 1 thereto filed [ ]October 10, 2014 and Amendment No. 2 thereto filed [ ]2023, 2014,] including a prospectus and a form of prospectus supplementprospectus, for the registration under the Securities Act of up to $[ ] 601,600,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 273931 and 000-000000-00”), has been declared effective by the Commission and Commission, no stop order suspending such effectiveness has been issued under the Securities Act Act, and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 273931 and 000-000000-00, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) 00 and any information in a prospectus prospectus, as amended or a prospectus supplement supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A under the Securities Act (“Rule 430B430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties hereto agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or prospectus supplement supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are is referred to herein as the “Final Prospectus”; and the . The most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby hereto and the data used to produce the CDI InTex file (the “Company InTex File Information”), considered together together, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form S-3 SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and ConsumersSCE, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2March 14, 2014 2023 (Registration Nos. 333-195654 270543 and 333-195654270543-01), [as amended by Amendment No. 1 thereto filed dated [ ], 2014 and Amendment No. 2 thereto filed [ ]2023, 2014,] including a prospectus and a form of prospectus supplementprospectus, for the registration under the Securities Act of up to $[ ] aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 270543 and 000-000000-00”), ) has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 270543 and 000-000000-00, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus as amended or a prospectus supplement supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A under the Securities Act (“Rule 430B430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act159) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or prospectus supplement supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together with the InTex File, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Issuer and the Bonds meet the requirements for the use of Form S-3 S-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Consumers, in its capacity as co-registrant and as sponsor for the Issuer, have Issuer has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2January 5, 2014 2007 (Registration NosNo. 333-195654 and 333-195654-01139820), [as amended by Amendment No. 1 thereto filed [ ]dated January 12, 2014 2007 and Amendment No. 2 thereto filed [ dated [__________], 2014,] 2007, including a prospectus and a form of prospectus supplementprospectus, for the registration under the Securities Act of up to $[ [__________] aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement NosNo. 333-195654 and 000-000000-00139820”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization environmental control bonds registered with the Commission under the Securities Act pursuant to Registration Statement NosNo. 333-195654 and 000-000000-00 139820 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement NosNo. 333-195654 and 000-000000-00139820, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus or a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A (“Rule 430A”) or Rule 430C (“Rule 430C”) under the Securities Act (“Rule 430B”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract Contract of sale Sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A or Rule 430C, shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A or Rule 430C, as appropriate. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities ActAct (“Rule 424(b)”), are referred to herein as the “Final Prospectus”; ;” and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus.” The Issuer is not, and at the time of filing the Registration Statement was not, an “ineligible issuer” as defined under Rule 405 of the Securities Act (“Rule 405”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together are referred to herein as the “Pricing Package”).

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Issuer and the Bonds meet the requirements for the use of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, and TCC, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Consumers, in its capacity as co-registrant and as sponsor for the Issuer, have has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2June 27, 2014 2006 (Registration NosNo. 333-195654 and 333-195654-01136787), [as amended by Amendment No. 1 thereto filed [ ]dated September 5, 2014 and Amendment No. 2 thereto filed [ ]2006, 2014,] including a prospectus and a form of prospectus supplement, for the registration under the Securities Act of up to $[ ] 1,747,975,174 aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement NosNo. 333-195654 and 000-000000-00136787”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization transition bonds registered with the Commission under the Securities Act pursuant to Registration Statement NosNo. 333-195654 and 000-000000-00 136787 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement NosNo. 333-195654 and 000-000000-00136787, including any amendment thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) and any information in a prospectus or a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B under the Securities Act (“Rule 430B”) or 430C (“Rule 430C”) under the Securities Act that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract Contract of sale Sale (as used in Rule 159 under the Securities Act159) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B or 430C shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430B or 430C as appropriate. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are referred to herein as the “Final Prospectus”; ;” and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus.”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters thatas follows: (a) The Issuer is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction indicated at the beginning of this Note. (b) The execution, delivery and performance by the Issuer of this Note are within the Issuer's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Issuer's charter or by-laws or (ii) law or any contractual restriction binding on or affecting the Issuer. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Issuer of this Note. (d) This Note has been duly executed and delivered by the Issuer. This Note is the legal, valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms. (e) The balance sheets of the Issuer and its subsidiaries as at December 31, 2000, and the Bonds meet related statements of income and cash flows of the requirements Issuer and its subsidiaries for the use fiscal year then ended, accompanied by an opinion of Ernst & Xxxxx, independent public accountants, and the balance sheet of the Issuer and its subsidiaries as at June 30, 2001, and the related statements of income and cash flows of the Issuer and its subsidiaries for the six months then ended, copies of which were filed by the Issuer with the U.S. Securities and Exchange Commission in a registration statement on Form S-3 S-1 (No. 333-69654) covering the registration of securities of the Issuer under the Securities Act, fairly present, subject, in the case of 5 said balance sheet as at June 30, 2001, and said statements of income and cash flows for the six months then ended, to year-end audit adjustments, the financial condition of the Issuer and its subsidiaries as at such date and the results of the operations of the Issuer and its subsidiaries for the period ended on such date, all in accordance with United States generally accepted accounting principles consistently applied ("GAAP"), and since June 30, 2001, there has been no material adverse change in such condition or operations, or in the earnings, business affairs or business prospects of the Issuer or any of its subsidiaries, whether or not arising in the ordinary course of business. (f) There is no pending or threatened action, suit, investigation, litigation or proceeding, affecting the Issuer or any of its subsidiaries before any court, governmental agency or arbitrator (i) which may materially adversely affect the financial condition or operations of the Issuer or any subsidiary, other than (A) proceedings instituted on June 7, 1999 by the Swedish taxation authority against Milcap Media Limited in the Administrative Court in Stockholm, (B) the order in favor of the Swedish taxation authority to seize assets of up to Swedish Krona 17,700,000 of Milcap Media Limited in connection with such proceeding, and (C) the official decision of the Swedish taxation authority on December 20, 1999, to attribute income to Milcap Media Limited in a total amount of Swedish Krona 150,000,000, or (ii) which purports to affect the legality, validity or enforceability of this Note or any other Note Document. (g) No proceeds of this Note will be used to acquire any equity security of a class which is registered pursuant to Section 12 of the United States Securities Exchange Act of 19331934. (h) Neither the Issuer nor any of its subsidiaries is an "investment company", or an "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company", as amended (such terms are defined in the “Securities Act”)Investment Company Act of 1940, as amended. The IssuerNeither the Issuer nor any of its subsidiaries is a "holding company", or a "subsidiary company" of a "holding company", or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company", as such terms are defined in its capacity the Public Utility Holding Company Act of 1935, as co-registrant and issuing entity with respect to amended. Neither the Bondsissuance of this Note, and Consumers, in its capacity as co-registrant and as sponsor for nor the application of the proceeds or repayment thereof by the Issuer, have filed with will violate any provision of any such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder. (i) The Issuer is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of this Note will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (j) As of the date hereof, the Issuer and its subsidiaries, do not have any outstanding Debt, or commitments of any person to advance or make available Debt to the Issuer or any of its subsidiaries other than (i) the Debt evidenced by this Note, (ii) the guaranty (the “Commission”"MMG Guaranty") a registration statement on such form on May 2, 2014 issued by Milcap Media Group S.L. guaranteeing obligations of Viosland Trade S.L. in an aggregate amount not exceeding $2,000,000 (Registration Nos. 333-195654 and 333-195654-01), [as amended by Amendment No. 1 thereto filed [ ], 2014 and Amendment No. 2 thereto filed [ ], 2014,] including a prospectus and a form of prospectus supplement, for the registration under the Securities Act of up to $[ ] aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 and 000-000000-00”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 and 000-000000-00, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) and any information in a prospectus or a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B under the Securities Act (“Rule 430B”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together are referred to herein as the “Pricing Package”.its 6

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Issuer and the Bonds meet the requirements for the use of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, and each of the Issuer and ELL, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Consumers, in its capacity as co-registrant and as sponsor for the Issuer, have has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2June 24, 2014 2011 (Registration Nos. 333-195654 175117 and 333-195654175117-01), [as amended by Amendment No. 1 thereto filed [ ]on August 30, 2014 and Amendment No. 2 thereto filed [ ]2011, 2014,] including a prospectus and a form of prospectus supplement, for the registration under the Securities Act of up to $[ ] 207,156,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement NosNo. 333-195654 and 000-000000-00175117”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization investment recovery bonds registered with the Commission under the Securities Act pursuant to Registration Statement NosNo. 333-195654 and 000-000000-00 175117 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement NosNo. 333-195654 and 000-000000-00175117, including any amendment thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) ), if any, and any information in a prospectus or a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B under the Securities Act (“Rule 430B”) or 430C (“Rule 430C”) under the Securities Act that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract Contract of sale Sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B or Rule 430C shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430B or Rule 430C as appropriate. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are referred to herein as the “Final Prospectus”; ,” and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus.”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Issuer and the Bonds meet the requirements for the use of Form S-3 S-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Consumers, in its capacity as co-registrant and as sponsor for the Issuer, have Issuer has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2October 30, 2014 2009 (Registration NosNo. 333-195654 and 333-195654-01162749), [as amended by Amendment No. 1 thereto filed [ ]dated December 2, 2014 and 2009, Amendment No. 2 thereto filed [ ]dated December 14, 2014,] 2009, and Amendment No. 3 thereto dated December 15, 2009, including a prospectus and a form of prospectus supplementprospectus, for the registration under the Securities Act of up to $[ ] 82,000,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement NosNo. 333-195654 and 000-000000-00162749”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization environmental control bonds registered with the Commission under the Securities Act pursuant to Registration Statement NosNo. 333-195654 and 000-000000-00 162749 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement NosNo. 333-195654 and 000-000000-00162749, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus or a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A (“Rule 430A”) or Rule 430C (“Rule 430C”) under the Securities Act (“Rule 430B”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract Contract of sale Sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A or Rule 430C, shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A or Rule 430C, as appropriate. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities ActAct (“Rule 424(b)”), are is referred to herein as the “Final Prospectus”; ;” and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with which was included in the Commission pursuant most recent amendment to Rule 424(b) under the Securities Act Registration Statement and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus.” The Issuer is not, and at the time of filing the Registration Statement was not, an “ineligible issuer” as defined under Rule 405 of the Securities Act (“Rule 405”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together are referred to herein as the “Pricing Package”).

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Issuer and the Bonds meet the requirements for the use of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Consumers, in its capacity as co-registrant and as sponsor for the Issuer, have has filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on such form Form S-3 on May 2December 21, 2014 2004 (Registration NosNo. 333-195654 and 333-195654-01121505), [as amended by Amendment No. 1 thereto filed [ ]thereto, 2014 and Amendment No. 2 thereto filed [ ], 2014,] including a prospectus and a form of prospectus supplement, for the registration under the Securities Act of 1933, as amended (the "Securities Act"), of up to $[ ] 1,857,000,000 aggregate principal amount of the Bondsits transition bonds. Such registration statement, as amended (“"Registration Statement NosNo. 333-195654 and 000-000000-00”121505"), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization transition bonds registered with the Commission under the Securities Act pursuant to Registration Statement NosNo. 333-195654 and 000-000000-00 121505 have been previously issued. References herein to the term “"Registration Statement” " shall be deemed to refer to Registration Statement NosNo. 333-195654 and 000-000000-00121505, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“"Incorporated Documents”") at the time it became effective, in the form in which it was declared effective by the Commission, and including any required information in a prospectus or a prospectus supplement deemed or retroactively deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act (“Rule 430B”) that has not been superseded or modifiedAct. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are referred to herein as the “"Final Prospectus”; ;" and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “"Pricing Prospectus”. ." (i) At the earliest time after the filing of the Registration Statement that the Issuer or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Bonds and (ii) at the date hereof, the Issuer was not and is not an "ineligible issuer," as defined in Rule 405 under the Securities Act. (c) At any date as of which any part of the Registration Statement relating to the Bonds became effective in accordance with the rules and regulations under the Securities Act (each such date, an "Effective Date") the Registration Statement fully complied, and the Final Prospectus, both at the date and time it is filed with the Commission pursuant to Rule 424 (such date and time, the "424 Date") and at the Closing Date, and the Indenture, at the Closing Date, will fully comply, in all material respects with the applicable provisions of the Securities Act and the Trust Indenture Act of 1939, as amended ("Trust Indenture Act"), respectively, and, in each case, the applicable instructions, rules and regulations of the Commission thereunder; the Registration Statement, at each Effective Date, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the Final Prospectus, both on the 424 Date and at the Closing Date, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on said dates the Incorporated Documents, taken together as a whole, fully complied or will fully comply in all material respects with the applicable provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the applicable rules and regulations of the Commission thereunder; provided that the foregoing representations and warranties in this paragraph (c) shall not apply to statements or omissions made in reliance upon information furnished in writing to the Issuer or the Company by, or on behalf of, any Underwriter through the Representatives expressly for use in connection with the preparation of the Registration Statement or the Final Prospectus or to any statements in or omissions from any Statements of Eligibility on Form T-1 (or amendments thereto) of the Indenture Trustee under the Indenture filed as exhibits to the Registration Statement or Incorporated Documents or to any statements or omissions made in the Registration Statement or the Final Prospectus relating to The Depository Trust Company ("DTC") Book-Entry System that are based solely on information contained in published reports of the DTC. (d) As of the Applicable Time (as defined below), the Pricing Prospectus and the each Issuer Free Writing Prospectuses identified Prospectus (as defined below), considered together, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that the principal amount of the Bonds, the tranches, the initial principal balances, the scheduled final payment dates, the final maturity dates, the expected average lives, the Expected Amortization Schedule and the Expected Sinking Fund Schedule described in the Pricing Prospectus were subject to change based on market conditions, and the interest rate, price to the public and underwriting discounts and commissions for each tranche was not included in the Pricing Prospectus). The preceding sentence does not apply to statements in or omissions from the Pricing Prospectus and each Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Issuer or the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section B of 11(b) hereof. "Issuer Free Writing Prospectus" means any "issuer free writing prospectus," as defined in Rule 433, relating to the Bonds and issued prior to the Applicable Time that is listed on Schedule III hereby considered together are referred IV hereto (and only to herein the extent listed on such Schedule), in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Issuer's records pursuant to Rule 433(g). References to the term "Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405 under the “Pricing Package”Securities Act. References to the term "Applicable Time" means 4:00 PM, central time, on the date hereof.

Representations and Warranties of the Issuer. The Issuer represents and warrants to each of the several Underwriters thatas follows: (a) The Issuer has prepared and the Bonds meet filed in conformity with the requirements for the use of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Consumers, in its capacity as co-registrant published rules and as sponsor for regulations thereunder (the Issuer, have filed with “Rules and Regulations”) adopted by the Securities and Exchange Commission (the “Commission”) a registration statement “shelf” Registration Statement (as hereinafter defined) on such form on May 2, 2014 Form S-3 (Registration NosFile No. 333-195654 and 333-195654-01172197), [including a base prospectus relating to the Securities (the “Base Prospectus”), and such amendments and supplements thereto as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means the registration statement described in the foregoing sentence (including all exhibits, financial schedules and all documents and information deemed to be a part of such registration statement pursuant to Rules 430A, 430B and 430C of the Rules and Regulations), as amended by Amendment Noand/or supplemented to the date of this Agreement, including the Base Prospectus. 1 thereto filed [ ]As used in this Agreement, 2014 “Effective Time” means the date and Amendment No. 2 thereto filed [ ], 2014,] including a prospectus and a form the time as of prospectus supplement, for the registration under the Securities Act of up to $[ ] aggregate principal amount of the Bonds. Such which such registration statement, as amended (“Registration Statement Nos. 333or the most recent post-195654 and 000-000000-00”)effective amendment thereto, has been if any, was declared effective by the Commission and no stop order suspending such effectiveness has been issued “Effective Date” means the date of the Effective Time. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus (as defined below) has been issued by the Commission and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, are threatened by the Commission. No securitization bonds registered The Issuer, if required by the Rules and Regulations, will file the Prospectus with the Commission under pursuant to Rule 424(b) of the Rules and Regulations. The term “Prospectus” as used in this Agreement means the prospectus, in the form in which it is to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations, or, if the prospectus is not to be filed with the Commission pursuant to Rule 424(b), the prospectus in the form included as part of the Registration Statement as of the Effective Date, except that if any revised prospectus or prospectus supplement shall be provided to the Underwriters by the Issuer for use in connection with the offering and sale of the Securities Act which differs from the Prospectus (whether or not such revised prospectus or prospectus supplement is required to be filed by the Issuer pursuant to Rule 424(b) of the Rules and Regulations), the term “Prospectus” shall refer to such revised prospectus or prospectus supplement, as the case may be, from and after the time it is first provided to the Underwriters for such use. Any preliminary prospectus or prospectus subject to completion included in the Registration Statement Nos. 333-195654 or filed with the Commission pursuant to Rule 424 of the Rules and 000-000000-00 have been previously issued. References Regulations is hereafter called a “Preliminary Prospectus.” Any reference herein to the term “Registration Statement” , any Preliminary Prospectus or the Prospectus shall be deemed to refer to Registration Statement Nos. 333-195654 and 000-000000-00, all include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Incorporated DocumentsExchange Act”) ), on or before the last to occur of the Effective Date, the date of the Preliminary Prospectus, if any, or the date of the Prospectus, and any information in a prospectus reference herein to the terms “amend,” “amendment,” or a prospectus supplement deemed “supplement” with respect to the Registration Statement, any Preliminary Prospectus or retroactively the Prospectus shall be deemed to be a part thereof refer to and include (i) the filing of any document under the Exchange Act after the Effective Date, the date of such Preliminary Prospectus or the date of the Prospectus, as the case may be, which is incorporated by reference therein, and (ii) any such document so filed. If the Issuer has filed an abbreviated registration statement to register additional securities pursuant to Rule 430B 462(b) under the Securities Act Rules and Regulations (the “Rule 430B”462(b) that has not been superseded or modified. “Registration Statement” without ”), then any reference herein to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Actshall also be deemed to include such 462(b) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together are referred to herein as the “Pricing Package”Statement.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Issuer Bonds have been registered on Form SF-1 pursuant to guidance from the Commission (as defined below) and the Bonds in accordance with such guidance meet the requirements for the use of Form S-3 such form under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Consumersthe Depositor, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2January 29, 2014 2016 (Registration Nos. 333-195654 209196 and 333-195654209196-01), [as amended by Amendment No. 1 thereto filed [ ]February 9, 2014 and 2016, Amendment No. 2 thereto filed [ ]March 31, 2014,] 2016, Amendment No. 3 thereto filed May 3, 2016, Amendment No. 4 thereto filed May 26, 2016 and Amendment No. 5 thereto filed on June 3, 2016, including a prospectus and a form of prospectus supplementprospectus, for the registration under the Securities Act of up to $[ ] 1,314,000,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 209196 and 000-000000-00”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization nuclear asset-recovery bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 209196 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 209196 and 000-000000-00, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus , as amended or a prospectus supplement supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A (“Rule 430A”) under the Securities Act (“Rule 430B”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information , and information contained in a form of prospectus (as amended or prospectus supplement supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are Act is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act (as amended or supplemented) and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section Part A and Part B of Schedule III hereby hereto, considered together together, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Issuer and the Bonds meet the requirements for the use of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The , and the Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Consumersthe Company, in its capacity as co-registrant and as sponsor for the Issuer, have has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May November 2, 2014 2011 (Registration Nos. 333-195654 333- 177662 and 333-195654177662-01), [as amended by Amendment No. 1 thereto filed [ ]dated December 2, 2014 and 2011, as amended by Amendment No. 2 thereto filed [ ]dated December 16, 2014,] 2011, as amended by Amendment No. 3 thereto dated December 22, 2011, including a prospectus and a form of prospectus supplement, for the registration under the Securities Act of up to $[ ] 1,695,000,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 177662 and 000-000000-00”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization transition bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 177662 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 177662 and 000-000000-00, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) and any information in a prospectus or a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B under the Securities Act (“Rule 430B”) under the Securities Act that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first “contract of sale sale” (as used in Rule 159 under the Securities Act159) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For the purpose of this definition, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are referred to herein as the “Final Prospectus”; ,” and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus.”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form S-3 SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and ConsumersPNM, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2September 8, 2014 2023 (Registration Nos. 333-195654 274433 and 333-195654274433-01), [as amended by Amendment No. 1 thereto filed [ dated October [13], 2014 and Amendment No. 2 thereto filed [ ]2023, 2014,] including a prospectus and a form of prospectus supplementprospectus, for the registration under the Securities Act of up to $[ ] 343,200,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 274433 and 000300-000000-00”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 274433 and 000300-000000-00, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus as amended or a prospectus supplement supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A under the Securities Act (“Rule 430B430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or prospectus supplement supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are is referred to herein as the “Final Prospectus”; , and the most recent preliminary prospectus and prospectus supplement prospectus, dated [ ], 2023, that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the data used to produce the Intex File (as defined below) (“Company Intex File Information”), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form S-3 SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and ConsumersVEPCo, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2November 22, 2014 2023 (Registration Nos. 333-195654 275727 and 333-195654275727-01), [as amended by Amendment No. 1 thereto filed [ ]January 16, 2014 2024 and by Amendment No. 2 thereto filed [ ]January 26, 2014,] 2024, including a prospectus and a form of prospectus supplementprospectus, for the registration under the Securities Act of up to $[ ] 1,281,900,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 275727 and 000-000000-00”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization deferred fuel cost bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 275727 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 275727 and 000-000000-00, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus prospectus, as amended or a prospectus supplement supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A under the Securities Act (“Rule 430B430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information , and information contained in a form of prospectus (as amended or prospectus supplement supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing included in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act Registration Statement and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section Part A and Part B of Schedule III hereby hereto, considered together with the Intex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form S-3 SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and ConsumersSCE, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2March 15, 2014 2023 (Registration Nos. 333-195654 270543 and 333-195654270543-01), [as amended by Amendment No. 1 thereto filed [ ]dated April 7, 2014 and Amendment No. 2 thereto filed [ ]2023, 2014,] including a prospectus and a form of prospectus supplementprospectus, for the registration under the Securities Act of up to $[ ] 775,419,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 270543 and 000-000000-00”), ) has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 270543 and 000-000000-00, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus as amended or a prospectus supplement supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A under the Securities Act (“Rule 430B430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act159) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or prospectus supplement supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together with the InTex File, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Issuer and the Bonds meet the requirements for the use of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and ConsumersOPCo, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 222, 2014 2013 (Registration Nos. 333-195654 188745 and 333-195654188745-01), [as amended by Amendment No. 1 thereto filed dated [ ], 2014 2013 and Amendment No. 2 thereto filed dated [ ], 2014,] 2013], including a prospectus and a form of prospectus supplement, for the registration under the Securities Act of up to $[ ] aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 188745 and 000-000000-00”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization phase-in-recovery bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 188745 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 188745 and 000-000000-00, including any amendment thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) and any information in a prospectus or a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B under the Securities Act (“Rule 430B”) under the Securities Act that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For the purpose of this definition, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together together, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form S-3 SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and ConsumersPG&E, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2March 18, 2014 2022 (Registration Nos. 333-195654 263719 and 333-195654263719-01), [as amended by Amendment No. 1 thereto filed [ ]dated April 25, 2014 and Amendment No. 2 thereto filed [ ]2022, 2014,] including a prospectus (the “Initial Registration Statement”, and a form of prospectus supplementthe Registration Statement on Form SF-1 filed May 3, 2022 (Registration Nos. 333-264633 and 333-264633-01) (the “Additional Registration Statement”, and collectively, with the Initial Registration Statement, the “Registration Statement”)), for the registration under the Securities Act of up to $[ ] 3,600,000,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“The Registration Statement Nos. 333-195654 and 000-000000-00”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Initial Registration Statement Nos. 333-195654 and 000-000000-00the Additional Registration Statement, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus as amended or a prospectus supplement supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A under the Securities Act (“Rule 430B430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or prospectus supplement supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered III, together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form S-3 SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and ConsumersSCE, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2October 26, 2014 2020 (Registration Nos. 333-195654 249674 and 333-195654249674-01), [as amended by Amendment No. 1 thereto filed [ ]dated January 19, 2014 2021 and Amendment No. 2 thereto filed dated February [ ], 2014,] 2021, including a prospectus and a form of prospectus supplementprospectus, for the registration under the Securities Act of up to $[ [337,783,000] aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 249674 and 000-000000-00”), ) has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 249674 and 000-000000-00, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus as amended or a prospectus supplement supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A under the Securities Act (“Rule 430B430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act159) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or prospectus supplement supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together with the InTex File, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Issuer and the Bonds meet the requirements for the use of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, and each of the Issuer and EAI, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Consumers, in its capacity as co-registrant and as sponsor for the Issuer, have has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2July 7, 2014 2010 (Registration Nos. 333-195654 168010 and 333-195654168010-01), [as amended by Amendment No. 1 thereto filed [ ]on August 4, 2014 and Amendment No. 2 thereto filed [ ]2010, 2014,] including a prospectus and a form of prospectus supplement, for the registration under the Securities Act of up to $[ ] 126,000,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement NosNo. 333-195654 and 000-000000-00168010”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization storm recovery bonds registered with the Commission under the Securities Act pursuant to Registration Statement NosNo. 333-195654 and 000-000000-00 168010 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement NosNo. 333-195654 and 000-000000-00168010, including any amendment thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) ), if any, and any information in a prospectus or a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B under the Securities Act (“Rule 430B”) or 430C (“Rule 430C”) under the Securities Act that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract Contract of sale Sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B or Rule 430C shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430B or Rule 430C as appropriate. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are referred to herein as the “Final Prospectus”; ,” and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus.”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The offer and sale of the Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form S-3 SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and ConsumersSWEPCO, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2September 20, 2014 2024 (Registration Statement Nos. 333-195654 282250 and 333-195654282250-01), [as amended by Amendment No. 1 thereto filed [ ]dated November 1, 2014 and 2024, Amendment No. 2 thereto filed [ ]dated November 5, 2014,] 2024, Amendment No. 3 thereto dated November 14, 2024 and Amendment No. 4 thereto dated December 2, 2024 including a prospectus and a form of prospectus supplement(the “Registration Statement”), for the registration under the Securities Act of up to $[ ] 336,700,000, aggregate principal amount of the Bonds. Such registration statement, as amended (“The Registration Statement Nos. 333-195654 and 000-000000-00”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration Statement Nos. 333-195654 and 000-000000-00Statement, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus as amended or a prospectus supplement supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A under the Securities Act (“Rule 430B430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or prospectus supplement supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III III, together with the InTex File (as defined below) hereby considered together together, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Issuer and the Bonds meet the requirements for the use of Form S-3 S-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Consumers, in its capacity as co-registrant and as sponsor for the Issuer, have Issuer has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2January 5, 2014 2007 (Registration NosNo. 333-195654 and 333-195654-01139820), [as amended by Amendment No. 1 thereto filed [ ]dated January 12, 2014 2007, and Amendment No. 2 thereto filed [ ]dated March 12, 2014,] 2007, and Amendment No. 3 thereto dated March 19, 2007, including a prospectus and a form of prospectus supplementprospectus, for the registration under the Securities Act of up to $[ ] 350,000,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement NosNo. 333-195654 and 000-000000-00139820”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization environmental control bonds registered with the Commission under the Securities Act pursuant to Registration Statement NosNo. 333-195654 and 000-000000-00 139820 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement NosNo. 333-195654 and 000-000000-00139820, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus or a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A (“Rule 430A”) or Rule 430C (“Rule 430C”) under the Securities Act (“Rule 430B”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract Contract of sale Sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A or Rule 430C, shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A or Rule 430C, as appropriate. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities ActAct (“Rule 424(b)”), are is referred to herein as the “Final Prospectus”; ;” and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus.” The Issuer is not, and at the time of filing the Registration Statement was not, an “ineligible issuer” as defined under Rule 405 of the Securities Act (“Rule 405”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together are referred to herein as the “Pricing Package”).

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form S-3 SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and ConsumersSIGECO, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2March 24, 2014 2023 (Registration Nos. 333-195654 270851 and 333-195654270851-01), [as amended by Amendment No. 1 thereto filed [ ]dated May 15, 2014 and Amendment No. 2 thereto filed [ ]2023, 2014,] including a prospectus and a form of prospectus supplementprospectus, for the registration under the Securities Act of up to $[ ] 341,450,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 270851 and 000-000000-00”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 270851 and 000-000000-00, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus as amended or a prospectus supplement supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A under the Securities Act (“Rule 430B430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or prospectus supplement supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are is referred to herein as the “Final Prospectus”; , and the most recent preliminary prospectus and prospectus supplement prospectus, dated June 15, 2023, that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the Intex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form S-3 SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and ConsumersSCE, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2November 5, 2014 2021 (Registration Nos. 333-195654 260838 and 333-195654260838-01), [as amended by Amendment No. 1 thereto filed [ ]dated January 31, 2014 and Amendment No. 2 thereto filed [ ]2022, 2014,] including a prospectus and a form of prospectus supplementprospectus, for the registration under the Securities Act of up to $[ ] 533,265,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 260838 and 000-000000-00”), ) has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 260838 and 000-000000-00, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus as amended or a prospectus supplement supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A under the Securities Act (“Rule 430B430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act159) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or prospectus supplement supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together with the InTex File, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Issuer and the Bonds meet the requirements for the use of Form S-3 S-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Consumers, in its capacity as co-registrant and as sponsor for the Issuer, have Issuer has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2October 30, 2014 2009 (Registration NosNo. 333-195654 and 333-195654-01162749), [as amended by Amendment No. 1 thereto filed dated [ ], 2014 and Amendment No. 2 thereto filed [ ]2009, 2014,] including a prospectus and a form of prospectus supplementprospectus, for the registration under the Securities Act of up to $[ [__,000,000] aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement NosNo. 333-195654 and 000-000000-00162749”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization environmental control bonds registered with the Commission under the Securities Act pursuant to Registration Statement NosNo. 333-195654 and 000-000000-00 162749 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement NosNo. 333-195654 and 000-000000-00162749, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus or a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A (“Rule 430A”) or Rule 430C (“Rule 430C”) under the Securities Act (“Rule 430B”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract Contract of sale Sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A or Rule 430C, shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A or Rule 430C, as appropriate. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities ActAct (“Rule 424(b)”), are is referred to herein as the “Final Prospectus”; ;” and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus.” The Issuer is not, and at the time of filing the Registration Statement was not, an “ineligible issuer” as defined under Rule 405 of the Securities Act (“Rule 405”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together are referred to herein as the “Pricing Package”).

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters each Underwriter that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form S-3 SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Consumersthe Depositor, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2January 17, 2014 2024 (Registration Nos. 333-195654 276553 and 333-195654276533-01), [as amended by Amendment No. 1 thereto filed [ ]March 8, 2014 2024, and Amendment No. 2 thereto filed [ ]March 22, 2014,] 2024, including a prospectus and a form of prospectus supplementprospectus, for the registration under the Securities Act of up to $[ ] 177,365,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 276553 and 000300-000000-00”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization storm recovery bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. Nos 333-195654 276553 and 000300-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 276553 and 000300-000000-00, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus prospectus, as amended or a prospectus supplement supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A under the Securities Act (“Rule 430B430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information , and information contained in a form of prospectus (as amended or prospectus supplement supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are Act is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section Part A and Part B of Schedule III hereby hereto, considered together with the Intex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters each Underwriter that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form S-3 SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Consumersthe Depositor, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2January 17, 2014 2024 (Registration Nos. 333-195654 276553 and 333-195654276533-01), [as amended by Amendment No. 1 thereto filed [ ]March 8, 2014 2024, and Amendment No. 2 thereto filed [ [March 22, 2024], 2014,] including a prospectus and a form of prospectus supplementprospectus, for the registration under the Securities Act of up to $[ ] 177,365,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 276553 and 000-000000-00”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization storm recovery bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. Nos 333-195654 276553 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 276553 and 000-000000-00, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus prospectus, as amended or a prospectus supplement supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A under the Securities Act (“Rule 430B430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information , and information contained in a form of prospectus (as amended or prospectus supplement supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are Act is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section Part A and Part B of Schedule III hereby hereto, considered together with the Intex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Issuer and the Bonds meet the requirements for the use of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, and TCC, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Consumers, in its capacity as co-registrant and as sponsor for the Issuer, have has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2June 27, 2014 2006 (Registration NosNo. 333-195654 and 333-195654-01136787), [as amended by Amendment Amendments No. 1 and [ ] thereto filed [ - DISCUSS], 2014 and Amendment No. 2 thereto filed [ ], 2014,] including a prospectus and a form of prospectus supplement, for the registration under the Securities Act of up to $[ ] aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement NosNo. 333-195654 and 000-000000-00136787”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization transition bonds registered with the Commission under the Securities Act pursuant to Registration Statement NosNo. 333-195654 and 000-000000-00 136787 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement NosNo. 333-195654 and 000-000000-00136787, including any amendment thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) and any information in a prospectus or a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B under the Securities Act (“Rule 430B”) or 430C (“Rule 430C”) under the Securities Act that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract Contract of sale Sale (as used in Rule 159 under the Securities Act159) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B or 430C shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430B or 430C as appropriate. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are referred to herein as the “Final Prospectus”; ;” and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus.”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to each of the several Underwriters that: (a) The Issuer and the Bonds meet the requirements for the use of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The , and the Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and ConsumersBGE, in its capacity as co-registrant registrant, depositor and as sponsor for with respect to the IssuerBonds, have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2March 16, 2014 2007 (Registration Nos. 333-195654 141366 and 333-195654141366-01), [as amended by Amendment No. 1 thereto filed [ ]on May 7, 2014 2007 and Amendment No. 2 thereto filed [ ]on June 14, 2014,] 2007, including a prospectus and a form of prospectus supplement, for the registration under the Securities Act of up to $[ ] 623,200,000 aggregate principal amount of the Bonds. Such registration statement, as so amended (“Registration Statement Nos. 333-195654 141366 and 000300-000000-00”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization rate stabilization bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 141366 and 000300-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 141366 and 000300-000000-00, including any amendment thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) and any information in a prospectus or a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B under the Securities Act (“Rule 430B”) or 430C (“Rule 430C”) under the Securities Act that has not been superseded or modified. References herein to the term “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is will be the time of the first “contract of sale sale” (as used in within the meaning of Rule 159 under the Securities Act) for the Bonds, Bonds and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B or Rule 430C shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430B or Rule 430C, as appropriate. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities ActAct (“Rule 424(b)”), are referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus.”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Issuer and the Bonds meet the requirements for the use of Form S-3 S-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Consumers, in its capacity as co-registrant and as sponsor for the Issuer, have Issuer has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2January 11, 2014 2007 (Registration NosNo. 333-195654 and 333-195654-01139937), [as amended by Amendment No. 1 thereto filed [ ]dated March ____, 2014 and Amendment No. 2 thereto filed [ ]2007, 2014,] including a prospectus and a form of prospectus supplementprospectus, for the registration under the Securities Act of up to $[ [__________] aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement NosNo. 333-195654 and 000-000000-00139937”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization environmental control bonds registered with the Commission under the Securities Act pursuant to Registration Statement NosNo. 333-195654 and 000-000000-00 139937 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement NosNo. 333-195654 and 000-000000-00139937, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus or a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A (“Rule 430A”) or Rule 430C (“Rule 430C”) under the Securities Act (“Rule 430B”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract Contract of sale Sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A or Rule 430C, shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A or Rule 430C, as appropriate. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities ActAct (“Rule 424(b)”), are referred to herein as the “Final Prospectus”; ;” and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus.” The Issuer is not, and at the time of filing the Registration Statement was not, an “ineligible issuer” as defined under Rule 405 of the Securities Act (“Rule 405”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together are referred to herein as the “Pricing Package”).

Representations and Warranties of the Issuer. The Issuer represents and warrants to each of the several Underwriters thatas follows: (a) The Issuer and the Bonds meet meets the requirements for the use of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant ) and issuing entity with respect to the Bonds, and Consumers, in its capacity as co-registrant and as sponsor for the Issuer, have has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2, 2014 Form S-3 (Registration NosNo. 333-195654 and 333-195654-01139864), [as amended by Amendment No. 1 thereto filed [ ], 2014 and Amendment No. 2 thereto filed [ ], 2014,] including a prospectus and a form of prospectus supplementamended, for the registration of the Shares under the Securities Act, and the offering thereof from time to time in accordance with Rule 430B or Rule 415 of the rules and regulations of the Commission under the Securities Act of up to $[ ] aggregate principal amount of (the Bonds“Securities Act Rules and Regulations”). Such registration statementstatement (as so amended, as amended (“Registration Statement Nos. 333-195654 and 000-000000-00”), if applicable) has been declared effective by the Commission Commission. The registration statement and no prospectus may have been amended or supplemented prior to the date of this Agreement; any such amendment or supplement was prepared and filed, and any such amendment, filed after the effective date of such registration statement has been declared effective. No stop order suspending such the effectiveness of the registration statement has been issued under the Securities Act issued, and no proceedings proceeding for that purpose have has been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization bonds registered A prospectus supplement (the “Prospectus Supplement”) setting forth the terms of the Offering, sale and plan of distribution of the Shares and additional information concerning the Issuer and its business has been or will be prepared and, together with the prospectus included in the registration statement, will be filed pursuant to Rule 424(b) of the Securities Act Rules and Regulations on or before the second business day after the date hereof (or such earlier time as may be required by the Securities Act Rules and Regulations). The registration statement, as it may have heretofore been amended and at the time it became effective, including the information, if any, deemed to be a part thereof pursuant to Rule 430B of the Securities Act Rules and Regulations, is referred to herein as the “Registration Statement,” and the final form of prospectus included in the Registration Statement, as supplemented by the Prospectus Supplement, in the form filed by the Issuer with the Commission pursuant to Rule 424(b) under the Securities Act Rules and Regulations, is referred to herein as the “Prospectus.” Any Registration Statement filed by the Issuer pursuant to Rule 462(b) of the Securities Act is hereinafter called the “Rule 462(b) Registration Statement Nos. 333-195654 Statement” and 000-000000-00 have been previously issued. References herein to from and after the date and time of filing the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Copies of the Registration Statement and the Prospectus, any amendments or supplements thereto and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement (including one fully executed copy of the Registration Statement and of each amendment thereto) have been delivered to the Underwriters and their counsel. Any preliminary Prospectus Supplement relating to the offering of the Shares (a “Preliminary Prospectus Supplement”), preliminary prospectus or prospectus subject to completion included in the Registration Statement or filed with the Commission pursuant to Rule 424 under the Securities Act and the Securities Act Rules and Regulations is hereafter called a “Preliminary Prospectus.” “Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act Rules and Regulations, relating to the Shares in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Issuer’s records pursuant to Rule 433(g) of the Securities Act Rules and Regulations. “General Use Issuer Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified as such in Schedule II to this Agreement. “Limited Use Issuer Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not a General Use Issuer Free Writing Prospectus. “Applicable Time” means 8:30 A.M. (Eastern Time) on October 7, 2009. Any reference herein to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to Registration Statement Nos. 333-195654 and 000-000000-00, all include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) and any information in a prospectus or a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B which were filed under the Securities Exchange Act of 1934, as amended (the “Rule 430BExchange Act”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which on or before the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” effective date of the Registration Statement relating Statement, the date of such Preliminary Prospectus or the date of the Prospectus, as the case may be, and any reference herein to the Bonds. Information contained in a form terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include (i) the filing of prospectus or prospectus supplement that is deemed retroactively to be a part any document under the Exchange Act after the effective date of the Registration Statement pursuant Statement, the date of such Preliminary Prospectus or the date of the Prospectus, as the case may be, which is incorporated therein by reference and (ii) any such document so filed. For purposes of this Agreement, all references to Rule 430B the Registration Statement, the Prospectus, Prospectus Supplement, Preliminary Prospectus Supplement, Preliminary Prospectus or Issuer Free Writing Prospectus or to any amendment or supplement thereto shall be considered deemed to be included in the Registration Statement as of the time specified in Rule 430B. The final prospectus and the final prospectus supplement relating to the Bonds, as include any copy filed with the Commission pursuant Electronic Data Gathering Analysis and Retrieval System (XXXXX), and such copy shall be identical in content to Rule 424(b) under any Prospectus delivered to the Securities Act, are referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing Underwriters for use in a form of prospectus filed connection with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together are referred to herein as the “Pricing Package”Offering.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form S-3 SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and ConsumersSIGECO, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2March 24, 2014 2023 (Registration Nos. 333-195654 270851 and 333-195654270851-01), [as amended by Amendment No. 1 thereto filed dated [ ], 2014 and 2023[, Amendment No. 2 thereto filed dated [ ], 2014,] 2023], including a prospectus and a form of prospectus supplementprospectus, for the registration under the Securities Act of up to $[ [341,450,000] aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 270851 and 000-000000-00”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 270851 and 000-000000-00, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus as amended or a prospectus supplement supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A under the Securities Act (“Rule 430B430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or prospectus supplement supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the Intex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form S-3 SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and ConsumersPNM, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2September 8, 2014 2023 (Registration Nos. 333-195654 274433 and 333-195654274433-01), [as amended by Amendment No. 1 thereto filed [ ]dated October 13, 2014 2023 and Amendment No. 2 thereto filed [ ]dated October 30, 2014,] 2023, including a prospectus and a form of prospectus supplementprospectus, for the registration under the Securities Act of up to $[ ] 343,200,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 274433 and 000300-000000-00”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 274433 and 000300-000000-00, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus as amended or a prospectus supplement supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A under the Securities Act (“Rule 430B430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or prospectus supplement supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are is referred to herein as the “Final Prospectus”; , and the most recent preliminary prospectus and prospectus supplement prospectus, dated October 30, 2023, that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the data used to produce the Intex File (as defined below) (“Company Intex File Information”), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Issuer and the Bonds meet the requirements for the use of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and ConsumersAPCo, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2September 26, 2014 2013 (Registration Nos. 333-195654 191392 and 333-195654191392-01), [as amended by Amendment No. 1 thereto filed [ ]dated October 24, 2014 2013 and Amendment No. 2 thereto filed [ ]dated October 29, 2014,] 2013, including a prospectus and a form of prospectus supplement, for the registration under the Securities Act of up to $[ ] 382,000,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 191392 and 000-000000-00”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization consumer rate relief bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 191392 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 191392 and 000-000000-00, including any amendment thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) and any information in a prospectus or a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B under the Securities Act (“Rule 430B”) under the Securities Act that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For the purpose of this definition, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together together, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form S-3 SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and ConsumersPG&E, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2April 15, 2014 2024 (Registration Nos. 333-195654 278688 and 333-195654278688-01), [as amended by Amendment No. 1 thereto filed [ ]May 24, 2014 2024, and Amendment No. 2 thereto filed [ ]on July 5, 2014,] 2024, including a prospectus and a form of prospectus supplement(the “Registration Statement”), for the registration under the Securities Act of up to $[ ] 1,419,285,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“The Registration Statement Nos. 333-195654 and 000-000000-00”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration Statement Nos. 333-195654 and 000-000000-00Statement, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus as amended or a prospectus supplement supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A under the Securities Act (“Rule 430B430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or prospectus supplement supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered III, together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form S-3 SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and ConsumersPG&E, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2September 20, 2014 2022 (Registration Nos. 333-195654 267511 and 333-195654267511-01), [as amended by Amendment No. 1 thereto filed [ ]dated November 10, 2014 and Amendment No. 2 thereto filed [ ]2022, 2014,] including a prospectus and a form of prospectus supplement(the “Registration Statement”), for the registration under the Securities Act of up to $[ ] 983,362,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“The Registration Statement Nos. 333-195654 and 000-000000-00”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration Statement Nos. 333-195654 and 000-000000-00Statement, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus as amended or a prospectus supplement supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A under the Securities Act (“Rule 430B430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or prospectus supplement supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered III, together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Issuer and the Bonds meet the requirements for the use of Form S-3 SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Consumers, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2September 22, 2014 2023 (Registration Nos. 333-195654 274648 and 333-195654274648-01), [as amended by Amendment No. 1 thereto filed [ ], 2014 and Amendment No. 2 thereto filed [ ]2023, 2014,] including a prospectus and a form of prospectus supplementprospectus, for the registration under the Securities Act of up to $[ ] aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 274648 and 000300-000000-00”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 274648 and 000300-000000-00, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) 00 and any information in a prospectus prospectus, as amended or a prospectus supplement supplemented as of the Effective Date (as defined below) deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A under the Securities Act (“Rule 430B430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or prospectus supplement supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby hereto and the data used to produce the CDI InTex file. ([ ].edi)(the “Company InTex File Information”), considered together together, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Issuer and the Bonds meet the requirements for the use of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The , and the Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Consumersthe Company, in its capacity as co-registrant and as sponsor for the Issuer, have has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2October 7, 2014 2009 (Registration Nos. 333-195654 162370 and 333-195654162370-01), [as amended by Amendment No. 1 thereto filed [ ]dated October 30, 2014 and 2009, as amended by Amendment No. 2 thereto filed [ ]dated November 10, 2014,] 2009, including a prospectus and a form of prospectus supplement, for the registration under the Securities Act of up to $[ ] 665,000,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 162370 and 000-000000-00”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization system restoration bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 162370 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 162370 and 000-000000-00, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) and any information in a prospectus or a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B under the Securities Act (“Rule 430B”) under the Securities Act that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first “contract of sale sale” (as used in Rule 159 under the Securities Act159) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For the purpose of this definition, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are referred to herein as the “Final Prospectus”; ,” and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus.”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Issuer and the Bonds meet the requirements for the use of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, and each of the Issuer and ETI, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Consumers, in its capacity as co-registrant and as sponsor for the Issuer, have has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2September 15, 2014 2009 (Registration Nos. 333-195654 161911 and 333-195654161911-01), [as amended by Amendment No. 1 thereto filed [ ]on October 20, 2014 and Amendment No. 2 thereto filed [ ]2009, 2014,] including a prospectus and a form of prospectus supplement, for the registration under the Securities Act of up to $[ ] 550,000,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement NosNo. 333-195654 and 000-000000-00161911”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization transition bonds registered with the Commission under the Securities Act pursuant to Registration Statement NosNo. 333-195654 and 000-000000-00 161911 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement NosNo. 333-195654 and 000-000000-00161911, including any amendment thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) ), if any, and any information in a prospectus or a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B under the Securities Act (“Rule 430B”) or 430C (“Rule 430C”) under the Securities Act that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract Contract of sale Sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B or Rule 430C shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430B or Rule 430C as appropriate. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are referred to herein as the “Final Prospectus”; ,” and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus.”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Issuer and the Bonds meet the requirements for the use of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Consumers, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2, 2014 (Registration Nos. 333-195654 and 333-195654-01), [as amended by Amendment No. 1 thereto filed [ ]June 10, 2014 and Amendment No. 2 thereto filed [ ]June 25, 2014,] , including a prospectus and a form of prospectus supplement, for the registration under the Securities Act of up to $[ ] 389,600,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 and 000-000000-00”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 and 000-000000-00, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) and any information in a prospectus or a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B under the Securities Act (“Rule 430B”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form S-3 SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and ConsumersSCE, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2November 5, 2014 2021 (Registration Nos. 333-195654 260838 and 333-195654260838-01), [as amended by Amendment No. 1 thereto filed [ ]dated January 31, 2014 and Amendment No. 2 thereto filed [ ]2022, 2014,] including a prospectus and a form of prospectus supplementprospectus, for the registration under the Securities Act of up to $[ ] aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 260838 and 000-000000-00”), ) has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 260838 and 000-000000-00, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus as amended or a prospectus supplement supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A under the Securities Act (“Rule 430B430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act159) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or prospectus supplement supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together with the InTex File, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form S-3 SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and ConsumersPG&E, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2June 9, 2014 2021 (Registration Nos. 333-195654 256944 and 333-195654256944-01), [as amended by Amendment No. 1 thereto filed [ ]dated July 23, 2014 and 2021, Amendment No. 2 thereto filed [ ]dated August 27, 2014,] 2021 and Amendment No. 3 thereto dated October 19, 2021, including a prospectus and a form of prospectus supplementprospectus, for the registration under the Securities Act of up to $[ ] 860,399,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 256944 and 000-000000-00”), ) has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 256944 and 000-000000-00, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus as amended or a prospectus supplement supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A under the Securities Act (“Rule 430B430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or prospectus supplement supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered III, together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Issuer and the Bonds meet the requirements for the use of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, and each of the Issuer and ENO, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Consumers, in its capacity as co-registrant and as sponsor for the Issuer, have has filed with the Securities and Exchange Commission (the “Commission”) (i) a registration statement on such form on May 2April 10, 2014 2015 (Registration Nos. 333-195654 203320 and 333-195654203320-01), [as amended by Amendment No. 1 thereto filed [ ]on May 29, 2014 and 2015, Amendment No. 2 thereto filed [ ]on June 11, 2014,] 2015 and Amendment No. 3 thereto filed on June 17, 2015 (“Registration Statement No. 333-203320”), including a prospectus and a form of prospectus supplement, and (ii) a registration statement on such form on July 13, 2015 pursuant to Rule 462(b) under the Securities Act (Registration No. 333-205638 and 333-205638-01) (the “Rule 462(b) Registration Statement”) for the registration under the Securities Act Act, collectively, of up to $[ ] 98,770,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement NosNo. 333-195654 and 000-000000-00”)203320, as so amended, has been declared effective by the Commission Commission, and the Rule 462(b) Registration Statement became effective upon filing, and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization storm recovery bonds registered with the Commission under the Securities Act pursuant to Registration Statement NosNo. 333-195654 and 000-000000-00 203320 or the Rule 462(b) Registration Statement have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement NosNo. 333-195654 and 000-000000-00203320, including any amendment thereto, the Rule 462(b) Registration Statement, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 S‑3 (“Incorporated Documents”) ), if any, and any information in a prospectus or a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B under the Securities Act (“Rule 430B”) or 430C (“Rule 430C”) under the Securities Act that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first “contract of sale sale” (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B or Rule 430C shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430B or Rule 430C as appropriate. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are referred to herein as the “Final Prospectus”; ,” and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus.”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form S-3 SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and ConsumersPG&E, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2April 15, 2014 2024 (Registration Nos. 333-195654 278688 and 333-195654278688-01), [as amended by Amendment No. 1 thereto filed [ ]May 24, 2014 2024, and Amendment No. 2 thereto filed [ ]on July 5, 2014,] 2024, including a prospectus and a form of prospectus supplement(the “Registration Statement”), for the registration under the Securities Act of up to $[ ] ______ aggregate principal amount of the Bonds. Such registration statement, as amended (“The Registration Statement Nos. 333-195654 and 000-000000-00”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration Statement Nos. 333-195654 and 000-000000-00Statement, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus as amended or a prospectus supplement supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A under the Securities Act (“Rule 430B430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or prospectus supplement supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered III, together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Issuer and the Bonds meet the requirements for the use of Form S-3 SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and ConsumersAEP Texas, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2June 28, 2014 2019 (Registration Nos. 333-195654 232430 and 333-195654232430-01), [as amended by Amendment No. 1 thereto filed dated [ ], 2014 and Amendment No. 2 thereto filed [ 2019], 2014,] including a prospectus and a form of prospectus supplementprospectus, for the registration under the Securities Act of up to $[ ] 237,000,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 232430 and 000-000000-00”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 232430 and 000-000000-00, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus as amended or a prospectus supplement supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A under the Securities Act (“Rule 430B430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act159) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or prospectus supplement supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together together, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Issuer and the Bonds meet the requirements for the use of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The , and the Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Consumersthe Company, in its capacity as co-registrant and as sponsor for the Issuer, have has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May November 2, 2014 2007 (Registration Nos. 333-195654 147114 and 333-195654147114-01), [as amended by Amendment No. 1 thereto filed [ ]dated December 20, 2014 and 2007, as amended by Amendment No. 2 thereto filed [ ]dated January 23, 2014,] 2008, and as amended by Amendment No. 3 thereto dated January 25, 2008 including a prospectus and a form of prospectus supplement, for the registration under the Securities Act of up to $[ ] 488,700,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 147114 and 000-000000-00”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization transition bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 147114 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 147114 and 000-000000-00, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) and any information in a prospectus or a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B under the Securities Act (“Rule 430B”) under the Securities Act that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first “contract of sale sale” (as used in Rule 159 under the Securities Act159) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For the purpose of this definition, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are referred to herein as the “Final Prospectus”; ;” and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus.”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Issuer and the Bonds meet the requirements for the use of Form S-3 SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and ConsumersPSNH, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2February 20, 2014 2018 (Registration Nos. 333-195654 223108 and 333-195654223108-01), [as amended by Amendment No. 1 thereto filed [ ]March 23, 2014 and 2018, Amendment No. 2 thereto filed [ ]April 24, 2014,] 2018 and Amendment No. 3 thereto filed April 25, 2018, including a prospectus and a form of prospectus supplementprospectus, for the registration under the Securities Act of up to $[ ] 635,663,200 aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 223108 and 000-000000-00”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization rate reduction bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 223108 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 223108 and 000-000000-00, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus prospectus, as amended or a prospectus supplement supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A under the Securities Act (“Rule 430B430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or prospectus supplement supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby hereto considered together are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Issuer and the Bonds meet the requirements for the use of Form S-3 S-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Consumers, in its capacity as co-registrant and as sponsor for the Issuer, have Issuer has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2December 4, 2014 2009 (Registration NosNo. 333-195654 and 333-195654-01333- ), [as amended by Amendment No. 1 thereto filed [ ], 2014 and Amendment No. 2 thereto filed [ ], 2014,] including a prospectus and a form of prospectus supplementprospectus, for the registration under the Securities Act of up to $[ [__,000,000] aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement NosNo. 333-195654 and 000-000000-00333- ”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization environmental control bonds registered with the Commission under the Securities Act pursuant to Registration Statement NosNo. 333-195654 and 000-000000-00 333- have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement NosNo. 333-195654 and 000-000000-00333- , all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus or a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A (“Rule 430A”) or Rule 430C (“Rule 430C”) under the Securities Act (“Rule 430B”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract Contract of sale Sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A or Rule 430C, shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A or Rule 430C, as appropriate. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities ActAct (“Rule 424(b)”), are is referred to herein as the “Final Prospectus”; ;” and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus.” The Issuer is not, and at the time of filing the Registration Statement was not, an “ineligible issuer” as defined under Rule 405 of the Securities Act (“Rule 405”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together are referred to herein as the “Pricing Package”).

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Issuer and the Bonds meet the requirements for the use of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, and each of the Issuer and ENO, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Consumers, in its capacity as co-registrant and as sponsor for the Issuer, have has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2April 10, 2014 2015 (Registration Nos. 333-195654 203320 and 333-195654203320-01), [as amended by Amendment No. 1 thereto filed [ on May [__], 2014 2015, and Amendment No. 2 thereto filed [ on June [__], 2014,] 2015, including a prospectus and a form of prospectus supplement, for the registration under the Securities Act of up to $[ [_________] aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement NosNo. 333-195654 and 000-000000-00203320”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization storm recovery bonds registered with the Commission under the Securities Act pursuant to Registration Statement NosNo. 333-195654 and 000-000000-00 203320 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement NosNo. 333-195654 and 000-000000-00203320, including any amendment thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 S‑3 (“Incorporated Documents”) ), if any, and any information in a prospectus or a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B under the Securities Act (“Rule 430B”) or 430C (“Rule 430C”) under the Securities Act that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first “contract of sale sale” (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B or Rule 430C shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430B or Rule 430C as appropriate. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are referred to herein as the “Final Prospectus”; ,” and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus.”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Issuer and the Bonds meet the requirements for the use of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, and each of the Issuer and ELL, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Consumers, in its capacity as co-registrant and as sponsor for the Issuer, have has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2June 24, 2014 2011 (Registration Nos. 333-195654 175117 and 333-195654175117-01), [as amended by Amendment No. 1 thereto filed [ ]on , 2014 and Amendment No. 2 thereto filed [ ]2011, 2014,] including a prospectus and a form of prospectus supplement, for the registration under the Securities Act of up to [$[ 207,156,000] aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement NosNo. 333-195654 and 000-000000-00175117”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization investment recovery bonds registered with the Commission under the Securities Act pursuant to Registration Statement NosNo. 333-195654 and 000-000000-00 175117 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement NosNo. 333-195654 and 000-000000-00175117, including any amendment thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) ), if any, and any information in a prospectus or a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B under the Securities Act (“Rule 430B”) or 430C (“Rule 430C”) under the Securities Act that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract Contract of sale Sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B or Rule 430C shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430B or Rule 430C as appropriate. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are referred to herein as the “Final Prospectus”; ,” and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus.”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and the Issuer and the Bonds meet the requirements for the use of Form S-3 SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and ConsumersETI, in its capacity as co-registrant and in its capacity as sponsor for and depositor with respect to the IssuerBonds, have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2September 3, 2014 (Registration Nos. 333-195654 and 333-195654-01)2021, [as amended by Amendment No. 1 thereto filed [ ]February 1, 2014 2022 and Amendment No. 2 thereto filed [ March [__], 2014,] 2022, including a prospectus and a form of prospectus supplementpreliminary prospectus, for the registration under the Securities Act of up to $[ ] 294,450,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 259293 and 000-000000-00”), has been declared effective by the Commission and Commission, no stop order suspending such effectiveness has been issued under the Securities Act Act, and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 259293 and 000-000000-00, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus prospectus, as amended or a prospectus supplement supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A (“Rule 430A”) under the Securities Act (“Rule 430B”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties hereto agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus (as amended or prospectus supplement supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are is referred to herein as the “Final Prospectus”; and the .” The most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus (whether or not filed with the Commission pursuant to Rule 424(b) under the Securities Act Act) and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. .” The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses Prospectus (as defined below) identified in Section B of Schedule III hereby hereto and the data used to produce the CDI InTex file (the “CDI InTex File”) considered together are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form S-3 SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and ConsumersCleco Power, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2April 15, 2014 2022 (Registration Nos. 333-195654 264319 and 333-195654264319-01), [as amended by Amendment No. 1 thereto filed [ ]dated May 26, 2014 2022 and Amendment No. 2 thereto filed [ ]dated June 2, 2014,] 2022, including a prospectus and a form of prospectus supplementprospectus, for the registration under the Securities Act of up to $[ ] 425,000,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 264319 and 000-000000-00”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 264319 and 000-000000-00, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus as amended or a prospectus supplement supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A under the Securities Act (“Rule 430B430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or prospectus supplement supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the Intex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form S-3 SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Consumersthe Depositor, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2September 3, 2014 2021 (Registration Nos. 333-195654 259314 and 333-195654259314-01), [as amended by Amendment No. 1 thereto filed [ ]October 28, 2014 2021 and Amendment No. 2 thereto filed [ ]November 1, 2014,] 2021, including a prospectus and a form of prospectus supplementprospectus, for the registration under the Securities Act of up to $[ ] 237,800,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 259314 and 000300-000000-00”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization storm recovery bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. Nos 333-195654 259314 and 000300-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 259314 and 000300-000000-00, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus prospectus, as amended or a prospectus supplement supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A under the Securities Act (“Rule 430B430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information , and information contained in a form of prospectus (as amended or prospectus supplement supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are Act is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section Part A and Part B of Schedule III hereby hereto, considered together together, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to each of the several Underwriters thatas follows: (a) The Issuer and the Bonds meet meets the requirements for the use of Form S-3 for the registration of a primary offering of securities in an unlimited dollar amount under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Consumers, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2, 2014 (Registration Nos. 333-195654 and 333-195654-01), [as amended by Amendment No. 1 thereto filed [ ], 2014 and Amendment No. 2 thereto filed [ ], 2014,] including a prospectus and a form of prospectus supplement, for the registration under the Securities Act of up to $[ ] aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 and 000-000000-00”), (including any Rule 462(b) Registration Statement) has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings stop order suspending the effectiveness of the Registration Statement or any part thereof, has been issued and no proceeding for that purpose have has been instituted or are is pending or, to the knowledge of the Issuer, is threatened or contemplated by the CommissionCommission or any U.S. federal, state or local or international court, government or governmental or regulatory (including self-regulatory) body or agency (each, a “Governmental Entity”). No securitization bonds registered with order preventing or suspending the Commission under use of any preliminary prospectus, the Securities Act pursuant to Registration Statement Nos. 333-195654 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 and 000-000000-00, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) and any information in a prospectus or a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B under the Securities Act (“Rule 430B”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time Statutory Prospectus (as defined below), which the parties agree Prospectus or any Issuer-Represented Free Writing Prospectus (as defined below) has been issued and no proceeding for that purpose has been instituted or is pending or, to the time knowledge of the first contract Issuer, is threatened or contemplated by the Commission or any other Governmental Entity. The Issuer has fully complied with any request on the part of sale (as used in Rule 159 under the Securities Act) Commission or other Governmental Entity for additional information. At the Bonds, and shall be considered the “Effective Date” of respective times the Registration Statement relating (including any Rule 462(b) Registration Statement) and any post-effective amendments thereto became effective, at each deemed effective date with respect to the Bonds. Information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of Underwriters and the Registration Statement Shares pursuant to Rule 430B shall be considered to be included in 430B(f)(2), at the Registration Statement Applicable Time and at the Closing Date (as of the time specified in Rule 430B. The final prospectus defined below) and the final prospectus supplement relating to the Bondseach Option Closing Date (as defined below), as filed with the Commission pursuant to Rule 424(b) under the Securities Actif any, are referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness each of the Registration Statement and prior any amendment or supplement thereto complied, complies and will comply in all material respects with the requirements of the Securities Act and the Securities Act Rules, and did not, does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendment or supplement thereto, at the respective dates of the Prospectus or such amendment or supplement, at the respective times that the Prospectus and any such amendment or supplement were issued, at the Applicable Time or at any Closing Date or Option Closing Date, if any, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the Applicable Time, each Issuer-Represented Free Writing Prospectus (as defined below) is referred to herein as identified on Schedule II(a) hereto, the “Pricing Prospectus”. The Pricing Statutory Prospectus and the information agreed to in writing by the Issuer Free Writing Prospectuses identified in Section B and the Underwriters as the information to be conveyed orally by the Underwriters to purchasers of the Shares at the Applicable Time as set forth on Schedule III hereby II(b) hereto, all considered together are referred (collectively, the “Disclosure Package”), did not include an untrue statement of a material fact or omit to herein state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in the preceding two paragraphs shall not apply to statements in or omissions from the Registration Statement or any amendment thereto or the Prospectus or the Disclosure Package or any amendment or supplement thereto made in reliance upon and in conformity with information furnished to the Issuer in writing by the Underwriters expressly for use therein. Any preliminary prospectus, the Statutory Prospectus and the Prospectus complied or will comply, as the “Pricing Package”.case may be, when filed with the Commission in all material respects with the Securities Act and the Securities Act Rules. As used in this subsection and elsewhere in this Agreement:

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters Underwriter that: (a) The Issuer A registration statement on Form SF-1 dated February 28, 2023 (Registration Nos. 333-270078 and the Bonds meet the requirements 333-270078-01), as amended by Amendment No. 1 thereto dated [ ], 2023, including a prospectus, for the use of Form S-3 registration under the Securities Act of 1933, as amended (the “Securities Act”) of up to $95,000,000 aggregate principal amount of the Bonds (“Registration Statement Nos. 333-270078 and 000-000000-00”). The , (i) has been prepared by the Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and ConsumersAtmos Energy, in its capacity as co-registrant and as sponsor for the Issuer, have filed in conformity with the requirements of the Securities Act and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2, 2014 promulgated thereunder; (Registration Nos. 333-195654 and 333-195654-01), [as amended by Amendment No. 1 thereto ii) has been filed [ ], 2014 and Amendment No. 2 thereto filed [ ], 2014,] including a prospectus and a form of prospectus supplement, for with the registration Commission under the Securities Act of up to $[ ] aggregate principal amount of the Bonds. Such registration statement, as amended Act; and (“Registration Statement Nos. 333-195654 and 000-000000-00”), has been declared iii) is effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act Act. (b) The Commission has not issued a stop order preventing or suspending the use of the Preliminary Prospectus or the Prospectus or suspending the effectiveness of the Registration Statement, and no proceedings proceeding or examination for that such purpose have or pursuant to Section 8A of the Securities Act against the Issuer or related to the offering of the Bonds has been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 270078 and 000-000000-00, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus as amended or a prospectus supplement supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A under the Securities Act (“Rule 430B430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or prospectus supplement supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Preliminary Prospectus”. The Pricing Preliminary Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together hereto are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form S-3 SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and ConsumersSCE, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2October 26, 2014 2020 (Registration Nos. 333-195654 249674 and 333-195654249674-01), [as amended by Amendment No. 1 thereto filed [ ]dated January 19, 2014 and 2021, Amendment No. 2 thereto filed [ ]dated February 4, 2014,] 2021, Amendment No. 3 thereto dated February 8, 2021, including a prospectus and a form of prospectus supplementprospectus, for the registration under the Securities Act of up to $[ ] 337,783,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 249674 and 000-000000-00”), ) has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 249674 and 000-000000-00, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus as amended or a prospectus supplement supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A under the Securities Act (“Rule 430B430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act159) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or prospectus supplement supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together with the InTex File, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Issuer and the Bonds meet the requirements for the use of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, and each of the Issuer and EAI, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Consumers, in its capacity as co-registrant and as sponsor for the Issuer, have has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2July 7, 2014 2010 (Registration Nos. 333-195654 168010 and 333-195654168010-01), [as amended by Amendment No. 1 thereto filed on [ ], 2014 and Amendment No. 2 thereto filed [ ]2010, 2014,] including a prospectus and a form of prospectus supplement, for the registration under the Securities Act of up to $[ ] aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement NosNo. 333-195654 and 000-000000-00168010”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization storm recovery bonds registered with the Commission under the Securities Act pursuant to Registration Statement NosNo. 333-195654 and 000-000000-00 168010 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement NosNo. 333-195654 and 000-000000-00168010, including any amendment thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) ), if any, and any information in a prospectus or a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B under the Securities Act (“Rule 430B”) or 430C (“Rule 430C”) under the Securities Act that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract Contract of sale Sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B or Rule 430C shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430B or Rule 430C as appropriate. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are referred to herein as the “Final Prospectus”; ,” and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus.”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Issuer and the Bonds meet the requirements for the use of Form S-3 SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Consumers, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2September 22, 2014 2023 (Registration Nos. 333-195654 274648 and 333-195654274648-01), [as amended by Amendment No. 1 thereto filed [ ]November 13, 2014 and Amendment No. 2 thereto filed [ ]2023, 2014,] including a prospectus and a form of prospectus supplementprospectus, for the registration under the Securities Act of up to $[ ] 646,000,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 274648 and 000300-000000-00”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 274648 and 000300-000000-00, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) 00 and any information in a prospectus prospectus, as amended or a prospectus supplement supplemented as of the Effective Date (as defined below) deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A under the Securities Act (“Rule 430B430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or prospectus supplement supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby hereto and the data used to produce the CDI InTex file. (XCNSF23.edi)(the “Company InTex File Information”), considered together together, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to to, and agrees with the several Underwriters Agent that: (a) The Issuer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with power and authority to own its properties and to conduct its business as described in the Offering documents; (b) The Issuer has a duly authorized and outstanding capitalization as set forth in the Offering documents, its capital Units conforms to the description contained in the Offering documents and the Bonds meet Units conform to the requirements for description contained in the Offering documents and the Units, when issued and delivered pursuant to Subscription Agreements, shall be duly and validly issued, fully paid and non-assessable; (c) The Issuer shall prepare and file the Offering documents with the Jurisdictions in which such filing(s) is required, if any and shall use its best efforts to cause the registration or exemption with each such regulatory agency to become effective; LIGHTHOUSE FINANCIAL GROUP, LLC MEMBERS NASD, SIPC Empire State Building 8360 E. Via dx Xxxxxxx 300 Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxx X-000 Xxx Xxxx, XX 10118 Sxxxxxxxxx, XX 00000 TEL: 200-000-0000 TEL: 400-000-0000 FAX: 200-000-0000 E-mail: jxxxxxxx@xxxx.xxx LIGHTHOUSE FINANCIAL GROUP, LLP (d) The Offering documents does not contain any untrue statement of Form S-3 under a material fact or omit to state any material fact required to be stated or necessary to make the Securities Act of 1933, as amended (statements in the “Securities Act”). The IssuerOffering documents, in its capacity as co-registrant light of the circumstances under which they are made, not misleading; (e) The consolidated financial statements and issuing entity with respect to the Bondsschedules filed with, and Consumersas part of, in its capacity as co-registrant and as sponsor for the Issuer, have filed with Offering documents present fairly the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2, 2014 (Registration Nos. 333-195654 and 333-195654-01), [as amended by Amendment No. 1 thereto filed [ ], 2014 and Amendment No. 2 thereto filed [ ], 2014,] including a prospectus and a form of prospectus supplement, for the registration under the Securities Act of up to $[ ] aggregate principal amount cost of the Bonds. Such registration statementassets, the liabilities and the capital Units of the Issuer as amended of the dates of the statements and schedules, all in conformity with generally accepted accounting principles (“Registration Statement Nos. 333-195654 "GAAP") applied on a consistent basis throughout the entire periods involved, except that those of such financial statements and 000-000000-00”)schedules that are unaudited do not contain the notes normally required by GAAP and are subject to audit adjustments, and since the respective dates of the financial statements and schedules there has been declared effective by no material adverse change in the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted condition or are pending or, to the knowledge general affairs of the Issuer, threatened by financial or otherwise, other than as referred to in, or contemplated by, the Commission. No securitization bonds registered Offering documents; (f) The execution and delivery of this Agreement, the consummation of the transactions contemplated in this Agreement and compliance with the Commission under terms and provision of this Agreement shall not conflict with, or result in a breach of, any of the Securities Act pursuant terms or provisions of, or constitute a default under, the Articles of Incorporation, as amended, or the Bylaws of the Issuer or any of its subsidiaries, or any indenture, mortgage or other agreement or instrument to Registration Statement Nos. 333-195654 which the Issuer or any of its subsidiaries is a party or by which any of their respective assets or properties are bound, or any applicable law, rule, regulation, judgment, order or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Issuer or any of its subsidiaries or any of their respective assets or properties, except for instances where not material to the Issuer; (g) This Agreement has been duly authorized, executed and 000-000000-00 delivered on behalf of the Issuer, and is the valid, binding and enforceable obligation of the Issuer; and (h) No authorization, approval, consent or license of any regulatory body or authority is required for the valid authorization, issuance, sale and delivery of the UnitsUnits, or, if so required, all authorizations, approvals, consents and licenses have been previously issued. References herein obtained and are in full force and effect, except for instances where not material to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 and 000-000000-00, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) and any information in a prospectus or a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B under the Securities Act (“Rule 430B”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together are referred to herein as the “Pricing Package”Issuer.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Issuer and the Bonds meet the requirements for the use of Form S-3 S-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Consumers, in its capacity as co-registrant and as sponsor for the Issuer, have Issuer has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2December 4, 2014 2009 (Registration NosNo. 333-195654 and 333-195654-01163488), [as amended by Amendment No. 1 thereto filed [ ]dated December 14, 2014 2009 and as amended by Amendment No. 2 thereto filed [ ]dated December 15, 2014,] 2009, including a prospectus and a form of prospectus supplementprospectus, for the registration under the Securities Act of up to $[ ] 27,300,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement NosNo. 333-195654 and 000-000000-00163488”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization environmental control bonds registered with the Commission under the Securities Act pursuant to Registration Statement NosNo. 333-195654 and 000-000000-00 163488 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement NosNo. 333-195654 and 000-000000-00163488, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus or a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A (“Rule 430A”) or Rule 430C (“Rule 430C”) under the Securities Act (“Rule 430B”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract Contract of sale Sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A or Rule 430C, shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A or Rule 430C, as appropriate. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities ActAct (“Rule 424(b)”), are is referred to herein as the “Final Prospectus”; ;” and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with which was included in the Commission pursuant most recent amendment to Rule 424(b) under the Securities Act Registration Statement and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus.” The Issuer is not, and at the time of filing the Registration Statement was not, an “ineligible issuer” as defined under Rule 405 of the Securities Act (“Rule 405”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together are referred to herein as the “Pricing Package”).

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form S-3 SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and ConsumersEvergy Missouri West, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2December 20, 2014 2022 (Registration Nos. 333-195654 268913 and 333-195654268913-01), [as amended by Amendment No. 1 thereto filed [ ]dated October 27, 2014 and 2023, Amendment No. 2 thereto filed [ dated January 19, 2024, and Amendment No. 3 thereto dated [●], 2014,] 2024, including a prospectus and a form of prospectus supplement(the “Registration Statement”), for the registration under the Securities Act of up to $[ [●] aggregate principal amount of the Bonds. Such registration statement, as amended (“The Registration Statement Nos. 333-195654 and 000-000000-00”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration Statement Nos. 333-195654 and 000-000000-00Statement, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus as amended or a prospectus supplement supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A under the Securities Act (“Rule 430B430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or prospectus supplement supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered III, together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Issuer and the Bonds meet the requirements for the use of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and ConsumersTCC, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2January 19, 2014 2012 (Registration Nos. 333-195654 179092 and 333-195654179092-01), [as amended by Amendment No. 1 thereto filed [ ]dated February 27, 2014 2012 and Amendment No. 2 thereto filed [ ]dated February 29, 2014,] 2012, including a prospectus and a form of prospectus supplement, for the registration under the Securities Act of up to $[ ] 800,000,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 179092 and 000-000000-00”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization transition bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 179092 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 179092 and 000-000000-00, including any amendment thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) and any information in a prospectus or a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B under the Securities Act (“Rule 430B”) under the Securities Act that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act159) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For the purpose of this definition, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together together, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form S-3 SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Consumersthe Depositor, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2September 3, 2014 2021 (Registration Nos. 333-195654 259315 and 333-195654259315-01), [as amended by Amendment No. 1 thereto filed [ ]October 28, 2014 2021 and Amendment No. 2 thereto filed [ ]November 1, 2014,] 2021, including a prospectus and a form of prospectus supplementprospectus, for the registration under the Securities Act of up to $[ ] 771,525,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 259315 and 000300-000000-00”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization storm recovery bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. Nos 333-195654 259315 and 000300-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 259315 and 000300-000000-00, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus prospectus, as amended or a prospectus supplement supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A under the Securities Act (“Rule 430B430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information , and information contained in a form of prospectus (as amended or prospectus supplement supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are Act is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section Part A and Part B of Schedule III hereby hereto, considered together together, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The offer and sale of the Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form S-3 SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and ConsumersSWEPCO, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2September 20, 2014 2024 (Registration Statement Nos. 333-195654 282250 and 333-195654282250-01), [as amended by Amendment No. 1 thereto filed [ ]dated November 1, 2014 2024 [and Amendment No. 2 thereto filed [ dated [•], 2014,] 2024], including a prospectus and a form of prospectus supplement(the “Registration Statement”), for the registration under the Securities Act of up to $[ ] [•], aggregate principal amount of the Bonds. Such registration statement, as amended (“The Registration Statement Nos. 333-195654 and 000-000000-00”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration Statement Nos. 333-195654 and 000-000000-00Statement, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus as amended or a prospectus supplement supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A under the Securities Act (“Rule 430B430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or prospectus supplement supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III III, together with the InTex File (as defined below) hereby considered together together, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”), and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form S-3 SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and ConsumersDTE, in its capacity as co-registrant and in its capacity as sponsor for with the Issuerrespect to the Bonds, have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2December 13, 2014 2021 (Registration Nos. 333-195654 261612 and 333-195654261612-01), [as amended by Amendment No. 1 thereto filed [ ]February 14, 2014 2022 and Amendment No. 2 thereto filed [ ]February 24, 2014,] 2022, including a prospectus and a form of prospectus supplementprospectus, for the registration under the Securities Act of up to $[ ] 235,800,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 261612 and 000-000000-00”), has been declared effective by the Commission and Commission, no stop order suspending such effectiveness has been issued under the Securities Act Act, and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 261612 and 000-000000-00, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) 00 and any information in a prospectus prospectus, as amended or a prospectus supplement supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A under the Securities Act (“Rule 430B430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties hereto agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or prospectus supplement supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are is referred to herein as the “Final Prospectus”; and the . The most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby hereto and the data used to produce the CDI InTex file (the “Company InTex File Information”), considered together together, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Issuer and the Bonds meet the requirements for the use of Form S-3 S-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Consumers, in its capacity as co-registrant and as sponsor for the Issuer, have Issuer has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2January 11, 2014 2007 (Registration NosNo. 333-195654 and 333-195654-01139937), [as amended by Amendment No. 1 thereto filed [ ]dated March 19, 2014 and Amendment No. 2 thereto filed [ ]2007, 2014,] including a prospectus and a form of prospectus supplementprospectus, for the registration under the Securities Act of up to $[ ] 115,000,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement NosNo. 333-195654 and 000-000000-00139937”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization environmental control bonds registered with the Commission under the Securities Act pursuant to Registration Statement NosNo. 333-195654 and 000-000000-00 139937 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement NosNo. 333-195654 and 000-000000-00139937, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus or a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A (“Rule 430A”) or Rule 430C (“Rule 430C”) under the Securities Act (“Rule 430B”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract Contract of sale Sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A or Rule 430C, shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A or Rule 430C, as appropriate. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities ActAct (“Rule 424(b)”), are is referred to herein as the “Final Prospectus”; ;” and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus.” The Issuer is not, and at the time of filing the Registration Statement was not, an “ineligible issuer” as defined under Rule 405 of the Securities Act (“Rule 405”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together are referred to herein as the “Pricing Package”).

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and the Issuer and the Bonds meet the requirements for the use of Form S-3 SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and ConsumersETI, in its capacity as co-registrant and in its capacity as sponsor for and depositor with respect to the IssuerBonds, have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2September 3, 2014 (Registration Nos. 333-195654 and 333-195654-01)2021, [as amended by Amendment No. 1 thereto filed [ ]February 1, 2014 and 2022, Amendment No. 2 thereto filed [ ]March 7, 2014,] 2022, and Amendment No. 3 thereto filed March 16, 2022, including a prospectus and a form of prospectus supplementpreliminary prospectus, for the registration under the Securities Act of up to $[ ] 294,450,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 259293 and 000-000000-00”), has been declared effective by the Commission and Commission, no stop order suspending such effectiveness has been issued under the Securities Act Act, and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 259293 and 000-000000-00, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus prospectus, as amended or a prospectus supplement supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A (“Rule 430A”) under the Securities Act (“Rule 430B”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties hereto agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus (as amended or prospectus supplement supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are is referred to herein as the “Final Prospectus”; and the .” The most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus (whether or not filed with the Commission pursuant to Rule 424(b) under the Securities Act Act) and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. .” The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses Prospectus (as defined below) identified in Section B of Schedule III hereby hereto and the data used to produce the CDI InTex file (the “CDI InTex File”) considered together are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to each of the several Underwriters that: (a) The Issuer A registration statement on Form S-3 (No. 333-136003), including a prospectus and such amendments thereto as may have been required to the date hereof, relating to the Series 2007-1 Auction Rate Notes and the Bonds meet Series 2007-1 LIBOR Notes (collectively, the requirements for "Registered Notes") and the use of Form S-3 offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “"Securities Act”"). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Consumers, in its capacity as co-registrant and as sponsor for the Issuer, have has been filed with the Securities and Exchange Commission (the “"SEC" or the "Commission”") a registration statement on and such form on May 2, 2014 (Registration Nos. 333-195654 and 333-195654-01), [as amended by Amendment No. 1 thereto filed [ ], 2014 and Amendment No. 2 thereto filed [ ], 2014,] including a prospectus and a form of prospectus supplement, for the registration under the Securities Act of up to $[ ] aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 and 000-000000-00”)amended, has been declared effective by the Commission and no stop order suspending become effective; such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending orregistration statement, to the knowledge of the Issuer, threatened by the Commission. No securitization bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 and 000-000000-00, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) and any information in a prospectus or a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B under the Securities Act (“Rule 430B”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bondsamended, and shall be considered the “Effective Date” of the Registration Statement prospectus relating to the Bonds. Information contained in sale of the Registered Notes offered thereby constituting a form of prospectus part thereof, as from time to time amended or supplemented (including the base prospectus, any prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, the information deemed to be a part thereof pursuant to Rule 430A(b) under the Securities Act, and the information incorporated by reference therein) are referred to herein as the “Final "Registration Statement" and the "Prospectus”" respectively; and the most recent preliminary prospectus conditions to the use of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, and prospectus supplement that the conditions of Rule 415 under the Securities Act, have been satisfied with respect to the Registration Statement. (b) On the effective date of the Registration Statement, the Registration Statement and the Prospectus conformed in all respects to the requirements of the Securities Act, the rules and regulations of the SEC (the "Rules and Regulations") and the Trust Indenture Act of 1939, as amended, and the rules and regulations thereunder (the "Trust Indenture Act"), and, except with respect to information omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b430A of the Securities Act, did not include any untrue statement of a material fact or, in the case of the Registration Statement, omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (i) on the date of this Agreement, (ii) at the "time of sale" (within the meaning of Rule 159 under the Securities Act, the "Time of Sale") for each sale of the Series 2007-1 Auction Rate Notes by the Underwriters, and (iii) on the Closing Date, each of (A) the Registration Statement, (B) the Free Writing Prospectus, dated February 8, 2007 (the "Free Writing Prospectus"), the Term Sheet, dated February 26, 2007 (the "Term Sheet"), a Prospectus Supplement, dated March 2, 2007 (the "Prospectus Supplement"), and the Prospectus, dated February 8, 2006 (together with the Free Writing Prospectus, the Term Sheet and the final pricing information for the Series 2007-1 Notes (which final pricing information with respect to the Series 2007-1 Auction Rate Notes is set forth on Schedule B hereto), the "Disclosure Package") and (C) the static pool information (within the meaning of Item 1105 of Regulation AB under the Securities Act and specifically including information with respect to pools established before January 1, 2006) (the "Static Pool Data") will conform in all respects to the requirements of the Securities Act, the Rules and Regulations and the Trust Indenture Act, and none of such documents included or will include any untrue statement of a material fact or, in the case of the Registration Statement, omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Disclosure Package, the Prospectus and the Static Pool Data, omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the foregoing does not apply to statements in or omissions from the Disclosure Package or the Prospectus, as applicable, based upon written information furnished to the Issuer by the Underwriters (as described in Section 11 hereof), specifically for use therein. (c) The Registered Notes are "asset backed securities" within the meaning of, and satisfy the requirements for use of, Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Securities Act have been satisfied with respect to the Registration Statement. The Commission has not issued and, to the best knowledge of the Issuer, is not threatening to issue any order preventing or suspending the use of the Registration Statement. (d) As of the Closing Date, each consent, approval, authorization or order of, or filing with, any court or governmental agency or body which is required to be obtained or made by the Issuer or its affiliates for the consummation of the transactions contemplated by this Agreement shall have been obtained, except as otherwise provided in the Basic Documents. (e) The Indenture has been duly and validly authorized, executed and delivered by the Issuer and, assuming due authorization, execution and delivery by the Trustee, is a valid and binding agreement of the Issuer, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and the Indenture conforms in all material respects to the description thereof in the Disclosure Package and the Prospectus. The Indenture has been duly qualified under the Trust Indenture Act. (f) The Series 2007-1 Auction Rate Notes have been duly authorized by the Issuer and the Series 2007-1 Auction Rate Notes, when executed by the Issuer and authenticated by the Trustee in accordance with the Indenture, and delivered to the Underwriters against payment therefor in accordance with the terms hereof, will have been validly issued and delivered, and will constitute valid and binding obligations of the Issuer entitled to the benefits of the Indenture and enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance or other similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto, and the Series 2007-1 Auction Rate Notes will conform in all material respects to the description thereof in the Disclosure Package and the Prospectus. (g) The Issuer is a statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and as conducted on the date hereof, and is duly registered and qualified to conduct its business and is in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure so to register or qualify does not have a material adverse effect on the condition (financial or other), business, prospects, properties, net worth or results of operations of the Issuer. (h) Other than as contemplated by this Agreement or as disclosed in the Disclosure Package and the Prospectus, there is no broker, finder or other party that is entitled to receive from the Issuer or any of its affiliates any brokerage or finder's fee or other fee or commission as a result of any of the transactions contemplated by this Agreement. (i) There are no legal or governmental proceedings pending or threatened or, to the knowledge of the Issuer contemplated, against the Issuer, or to which the Issuer or any of its properties is subject, that are not disclosed in the Disclosure Package and the Prospectus and which, if adversely decided, would individually or in the aggregate have a material adverse effect on the condition (financial or other), business, properties or results of operations of the Issuer, or would materially and adversely affect the ability of the Issuer to perform its obligations under this Agreement and the other Basic Documents to which it is a party or otherwise materially affect the issuance of the Series 2007-1 Auction Rate Notes or the consummation of the transactions contemplated hereby or by the Basic Documents. (j) Neither the offer, sale or delivery of the Series 2007-1 Auction Rate Notes by the Issuer nor the execution, delivery or performance of this Agreement or the Basic Documents to which it is a party by the Issuer, nor the consummation by the Issuer of the transactions contemplated hereby or thereby (i) requires or will require any consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body, administrative agency or other governmental body, agency or official (except for compliance with the securities or Blue Sky laws of various jurisdictions, the qualification of the Indenture under the Trust Indenture Act and such other consents, approvals or authorizations as shall have been obtained prior to the Closing Date) or conflicts or will conflict with or constitutes or will constitute a breach of, or a default under, the organizational documents of the Issuer; or (ii) conflicts or will conflict with or constitutes or will constitute a breach of, or a default under, in any material respect, any agreement, indenture, lease or other instrument to which the Issuer is a party or by which the Issuer or any of its respective properties may be bound, or violates or will violate in any material respect any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Issuer or any of its respective properties, or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Issuer pursuant to the terms of any agreement or instrument to which it is a party or by which it may be bound or to which any of its properties is subject other than as contemplated by the Basic Documents. (k) The Issuer has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and the other Basic Documents to which it is a party; the execution and delivery of, and the performance by the Issuer of its obligations under this Agreement and the other Basic Documents to which it is a party have been duly and validly authorized by the Issuer and this Agreement and the other Basic Documents to which it is a party have been duly executed and delivered by the Issuer and constitute the valid and legally binding agreements of the Issuer, enforceable against the Issuer in accordance with their respective terms, except as the enforcement hereof and thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance or other similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto and subject to the applicability of general principles of equity, and except as rights to indemnity and contribution hereunder and thereunder may be limited by federal or state securities laws or principles of public policy. (l) The statements set forth in each of the Disclosure Package and the Prospectus under the caption "Description of the Notes" insofar as they purport to constitute a summary of the terms of the Series 2007-1 Notes, are accurate, complete and fair. (m) The assignment and delivery of Financed Student Loans by the Sellers and the Seller Eligible Lender Trustees to the Depositor and the Depositor Eligible Lender Trustee, the assignment and delivery of Financed Student Loans by the Depositor and the Depositor Eligible Lender Trustee to the Issuer and the Eligible Lender Trustee and the assignment of the Financed Student Loans by the Issuer and the Eligible Lender Trustee to the Trustee pursuant to the Indenture, will vest in the Trustee, for the benefit of the Noteholders, a first priority perfected security interest in the Financed Student Loans, subject to no prior lien, mortgage, security interest, pledge, adverse claim, charge or other encumbrance. (n) The Issuer is not, nor as a result of the issuance and sale of the Series 2007-1 Notes as contemplated hereunder will it become, subject to registration as an "investment company" under the Investment Company Act of 1940, as amended. (o) The representations and warranties made by the Issuer in any Basic Document to which it is a party and made in any Officer's Certificate of the Issuer will be true and correct at the time made and on and as of the Closing Date. (p) Since the dates of the Disclosure Package and the Prospectus, no material adverse change or any development involving a prospective material adverse change in, or affecting particularly the business or properties of, the Issuer has occurred. (q) The Issuer filed (i) the Free Writing Prospectus on February 9, 2007 with the Commission, which filing date was within the time period required pursuant to Rule 433(d) under the Securities Act, (ii) the Term Sheet on February 26, 2007 with the Commission, which filing date was within the time period required pursuant to Rule 433(d) under the Securities Act, and (iii) the final pricing information on the Series 2007-1 Auction Rate Notes on March 1, 2007 with the Commission, which filing date was within the time period required pursuant to Rule 433(d) under the Securities Act. (r) The Issuer is not, was not at the Time of Sale and will not be on the Closing Date an "ineligible issuer" (within the meaning of Rule 405 under the Securities Act). (s) Other than the Free Writing Prospectus, the Term Sheet and written communications constituting an electronic road show within the meaning of Rule 433(h) under the Securities Act and that was used after (the initial effectiveness of "Road Show Material"), the Registration Statement and prior Issuer has not made any other offer relating to the Applicable Time Series 2007-1 Notes that would constitute a "free writing prospectus" (as defined below) is referred to herein as in Rule 405 under the “Pricing Prospectus”Securities Act). The Pricing Prospectus Issuer has complied with the requirements of Rule 433 under the Securities Act applicable to any "issuer free writing prospectus" (as defined in Rule 433(h)(1) under the Securities Act), including timely filing with the Commission, retention where required and legending. (t) The Series 2007-1 Reset Rate Notes are being privately placed with DEPFA Bank plc, New York Branch in a transaction which is exempt from the Issuer Free Writing Prospectuses identified in Section B registration requirements of Schedule III hereby considered together are referred to herein as the “Pricing Package”Securities Act.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Issuer and the Bonds meet the requirements for the use of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, and the Issuer in its capacity as co-registrant and issuing entity with respect to the Bonds, Bonds and ConsumersCPL, in its capacity as co-registrant and as sponsor for the Issuer, have has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May November 2, 2014 2007 (Registration Nos. 333-195654 147122 and 333-195654147122-01), [as amended by Amendment No. 1 thereto filed [ ]dated February 22, 2014 and Amendment No. 2 thereto filed [ ]2008, 2014,] including a prospectus and a form of prospectus supplement, for the registration under the Securities Act of up to $[ ] 181,000,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement NosNo. 333-195654 and 000-000000-00147122”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization bonds registered with the Commission under the Securities Act pursuant to Registration Statement NosNo. 333-195654 and 000-000000-00 147122 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement NosNo. 333-195654 and 000-000000-00147122, including any amendment thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) and any information in a prospectus or a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B under the Securities Act (“Rule 430B”) or 430C (“Rule 430C”) under the Securities Act that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act159) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B or 430C shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430B or 430C as appropriate. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are referred to herein as the “Final Prospectus”; ;” and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus.”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form S-3 SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and ConsumersLiberty, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2September 29, 2014 2023 (Registration NosNo. 333-195654 274815 and 333-195654274815-01), [as amended by Amendment No. 1 thereto filed [ dated [●], 2014 and Amendment No. 2 thereto filed [ ], 2014,] including a prospectus and a form of prospectus supplement(the “Registration Statement”), for the registration under the Securities Act of up to $[ [●] aggregate principal amount of the Bonds. Such registration statement, as amended (“The Registration Statement Nos. 333-195654 and 000-000000-00”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration Statement Nos. 333-195654 and 000-000000-00Statement, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus as amended or a prospectus supplement supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A under the Securities Act (“Rule 430B430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or prospectus supplement supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered III, together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form S-3 SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and ConsumersLiberty, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2September 29, 2014 2023 (Registration NosNo. 333-195654 274815 and 333-195654274815-01), [as amended by Amendment No. 1 thereto filed [ ]January 5, 2014 and Amendment No. 2 thereto filed [ ], 2014,] 2024 including a prospectus and a form of prospectus supplement(the “Registration Statement”), for the registration under the Securities Act of up to $[ ] 305,490,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“The Registration Statement Nos. 333-195654 and 000-000000-00”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration Statement Nos. 333-195654 and 000-000000-00Statement, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus as amended or a prospectus supplement supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A under the Securities Act (“Rule 430B430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or prospectus supplement supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered III, together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Issuer Bonds have been registered on Form SF-1 and the Bonds meet the requirements for the use of Form S-3 SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and ConsumersAmeren, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2October 11, 2014 2024 (Registration NosNo. 333-195654 282616 and 333-195654282616-01), [as amended by Amendment No. 1 thereto filed [ ]October 28, 2014 2024 and Amendment No. 2 thereto filed [ November [__], 2014,] 2024 including a prospectus and a form of prospectus supplement(the “Registration Statement”), for the registration under the Securities Act of up to $[ [______] aggregate principal amount of the Bonds. Such registration statement, as amended (“The Registration Statement Nos. 333-195654 and 000-000000-00”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration Statement Nos. 333-195654 and 000-000000-00Statement, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus as amended or a prospectus supplement supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A under the Securities Act (“Rule 430B430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or prospectus supplement supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered III, together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Issuer and the Bonds meet the requirements for the use of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and ConsumersTCC, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2January 19, 2014 2012 (Registration Nos. 333-195654 179092 and 333-195654179092-01), [as amended by Amendment No. 1 thereto filed [ dated [February ], 2014 and Amendment No. 2 thereto filed [ ]2012, 2014,] including a prospectus and a form of prospectus supplement, for the registration under the Securities Act of up to $[ [800,000,000] aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 179092 and 000-000000-00”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization transition bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 179092 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 179092 and 000-000000-00, including any amendment thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) and any information in a prospectus or a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B under the Securities Act (“Rule 430B”) under the Securities Act that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act159) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For the purpose of this definition, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together together, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Issuer and the Bonds meet the requirements for the use of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and ConsumersAPCo, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2September 26, 2014 2013 (Registration Nos. 333-195654 191392 and 333-195654191392-01), [as amended by Amendment No. 1 thereto filed dated October [ ], 2014 2013 [and Amendment No. 2 thereto filed dated [ ], 2014,] 2013], including a prospectus and a form of prospectus supplement, for the registration under the Securities Act of up to $[ ] 382,000,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 191392 and 000-000000-00”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization consumer rate relief bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 191392 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 191392 and 000-000000-00, including any amendment thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) and any information in a prospectus or a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B under the Securities Act (“Rule 430B”) under the Securities Act that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For the purpose of this definition, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together together, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Issuer has filed with the Securities and Exchange Commission (the Bonds meet the requirements "Commission") a registration statement on Form S-3 on December 1, 1999 (Registration No. 333-91935), as amended by Amendment No. 1 and Amendment No. 2 thereto, including a prospectus, for the use of Form S-3 registration under the Securities Act of 1933, as amended (the “"Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Consumers, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2, 2014 (Registration Nos. 333-195654 and 333-195654-01"), [as amended by Amendment No. 1 thereto filed [ ], 2014 and Amendment No. 2 thereto filed [ ], 2014,] including a prospectus and a form of prospectus supplement, for the registration under the Securities Act of up to $[ ] 1,300,000,000 aggregate principal amount of the Bondsits transition bonds. Such registration statement, as amended (“"Registration Statement NosNo. 333-195654 and 000-000000-00”91935"), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization None of the $1,300,000,000 aggregate principal amount of transition bonds registered with the Commission under the Securities Act pursuant to Registration Statement NosNo. 333-195654 and 000-000000-00 have 91935 has been previously issued. References herein to the term “"Registration Statement” " as of any date shall be deemed to refer to Registration Statement NosNo. 333-195654 and 000-000000-0091935, as amended or supplemented to such date, including all documents incorporated by reference therein as of such date pursuant to Item 12 of Form S-3 (“"Incorporated Documents”) and any information in "); provided that if the Issuer files a prospectus or a prospectus supplement deemed or retroactively deemed registration statement with respect to be a part thereof pursuant to Rule 430B the transition bonds registered under the Securities Act (“Rule 430B”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the BondsNo. Information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. The final prospectus and the final prospectus supplement relating to the Bonds, as filed 333-91935 with the Commission pursuant to Rule 424(b) under the Securities Act, are referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b462(b) under the Securities Act (the "Rule 462(b) Registration Statement"), then after such filing, all references to "Registration Statement" shall be deemed to include the Rule 462(b) Registration Statement. References herein to the term "Prospectus" as of any given date shall be deemed to refer to the prospectus, including any preliminary prospectus, forming a part of Registration Statement No. 333-91935, as supplemented by a prospectus supplement relating to be the Series 2003 Bonds proposed to be filed pursuant to Rule 424 of the general rules and that regulations of the Securities Act ("Rule 424") and as further amended and supplemented as of such date (other than amendments or supplements relating to securities other than the Series 2003 Bonds), including all Incorporated Documents. References herein to the term "Effective Date" shall be deemed to refer to the later of the time and date the Registration Statement was used declared effective or the time and date of the filing thereafter of the Issuer's most recent Annual Report on Form 10-K if such filing is made prior to the Closing Date, as hereinafter defined. The Issuer will not file any amendment to the Registration Statement or supplement to the Prospectus on or after the initial effectiveness date of this Underwriting Agreement, without prior notice to the Underwriters, or to which Pillsbury Winthrop LLP, who are acting as counsel for the Underwriters ("Counsel for the Underwriters"), shall reasonably object in writing. For the purpose of this Underwriting Agreement, any Incorporated Document filed with the Commission on or after the date of this Underwriting Agreement and prior to the Closing Date, as hereinafter defined, shall be deemed an amendment or supplement to the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to each of the several Underwriters that: (a) The Issuer and the Bonds meet the requirements for the use of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The , and the Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and ConsumersBGE, in its capacity as co-registrant registrant, depositor and as sponsor for with respect to the IssuerBonds, have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2March 16, 2014 2007 (Registration NosNo. 333-195654 and 333-195654-01141366), [as amended by Amendment No. 1 thereto filed [ ]on May 7, 2014 2007 and Amendment No. 2 thereto filed [ on June [7], 2014,] 2007, including a prospectus and a form of prospectus supplement, for the registration under the Securities Act of up to $[ ] aggregate principal amount of the Bonds. Such registration statement, as so amended (“Registration Statement NosNo. 333-195654 and 000-000000-00141366”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization rate stabilization bonds registered with the Commission under the Securities Act pursuant to Registration Statement NosNo. 333-195654 and 000-000000-00 141366 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement NosNo. 333-195654 and 000-000000-00141366, including any amendment thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) and any information in a prospectus or a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B under the Securities Act (“Rule 430B”) or 430C (“Rule 430C”) under the Securities Act that has not been superseded or modified. References herein to the term “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is will be the time of the first “contract of sale sale” (as used in within the meaning of Rule 159 under the Securities Act) for the Bonds, Bonds and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B or Rule 430C shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430B or Rule 430C, as appropriate. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities ActAct (“Rule 424(b)”), are referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus.”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to each of the several Underwriters that: (a) The Issuer A registration statement on Form S-3 (No. No. 333-136003), including a prospectus and such amendments thereto as may have been required to the date hereof, relating to the Series 2007-1 Auction Rate Notes and the Bonds meet Series 2007-1 LIBOR Notes (collectively, the requirements for "Registered Notes") and the use of Form S-3 offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “"Securities Act”"). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Consumers, in its capacity as co-registrant and as sponsor for the Issuer, have has been filed with the Securities and Exchange Commission (the “"SEC" or the "Commission”") a registration statement on and such form on May 2, 2014 (Registration Nos. 333-195654 and 333-195654-01), [as amended by Amendment No. 1 thereto filed [ ], 2014 and Amendment No. 2 thereto filed [ ], 2014,] including a prospectus and a form of prospectus supplement, for the registration under the Securities Act of up to $[ ] aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 and 000-000000-00”)amended, has been declared effective by the Commission and no stop order suspending become effective; such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending orregistration statement, to the knowledge of the Issuer, threatened by the Commission. No securitization bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 and 000-000000-00, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) and any information in a prospectus or a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B under the Securities Act (“Rule 430B”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bondsamended, and shall be considered the “Effective Date” of the Registration Statement prospectus relating to the Bonds. Information contained in sale of the Registered Notes offered thereby constituting a form of prospectus part thereof, as from time to time amended or supplemented (including the base prospectus, any prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, the information deemed to be a part thereof pursuant to Rule 430A(b) under the Securities Act, and the information incorporated by reference therein) are referred to herein as the “Final "Registration Statement" and the "Prospectus”" respectively; and the most recent preliminary prospectus conditions to the use of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, and prospectus supplement that the conditions of Rule 415 under the Securities Act, have been satisfied with respect to the Registration Statement. (b) On the effective date of the Registration Statement, the Registration Statement and the Prospectus conformed in all respects to the requirements of the Securities Act, the rules and regulations of the SEC (the "Rules and Regulations") and the Trust Indenture Act of 1939, as amended, and the rules and regulations thereunder (the "Trust Indenture Act"), and, except with respect to information omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b430A of the Securities Act, did not include any untrue statement of a material fact or, in the case of the Registration Statement, omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (i) on the date of this Agreement, (ii) at the "time of sale" (within the meaning of Rule 159 under the Securities Act, the "Time of Sale") for each sale of the Series 2007-1 LIBOR Notes by the Underwriters, and (iii) on the Closing Date, each of (A) the Registration Statement, (B) the Free Writing Prospectus, dated February 8, 2007 (the "Free Writing Prospectus"), the Term Sheet, dated February 26, 2007 (the "Term Sheet"), a Prospectus Supplement, dated on or about March 1, 2007 (the "Prospectus Supplement"), and the Prospectus, dated February 8, 2006 (together with the Free Writing Prospectus, the Term Sheet and the final pricing information for the Series 2007-1 Notes (which final pricing information with respect to the Series 2007-1 LIBOR Notes is set forth on Schedule B hereto), the "Disclosure Package") and (C) the static pool information (within the meaning of Item 1105 of Regulation AB under the Securities Act and specifically including information with respect to pools established before January 1, 2006) (the "Static Pool Data") will conform in all respects to the requirements of the Securities Act, the Rules and Regulations and the Trust Indenture Act, and none of such documents included or will include any untrue statement of a material fact or, in the case of the Registration Statement, omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Disclosure Package, the Prospectus and the Static Pool Data, omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the foregoing does not apply to statements in or omissions from the Disclosure Package or the Prospectus, as applicable, based upon written information furnished to the Issuer by the Underwriters (as described in Section 11 hereof), specifically for use therein. (c) The Registered Notes are "asset backed securities" within the meaning of, and satisfy the requirements for use of, Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Securities Act have been satisfied with respect to the Registration Statement. The Commission has not issued and, to the best knowledge of the Issuer, is not threatening to issue any order preventing or suspending the use of the Registration Statement. (d) As of the Closing Date, each consent, approval, authorization or order of, or filing with, any court or governmental agency or body which is required to be obtained or made by the Issuer or its affiliates for the consummation of the transactions contemplated by this Agreement shall have been obtained, except as otherwise provided in the Basic Documents. (e) The Indenture has been duly and validly authorized, executed and delivered by the Issuer and, assuming due authorization, execution and delivery by the Trustee, is a valid and binding agreement of the Issuer, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and the Indenture conforms in all material respects to the description thereof in the Disclosure Package and the Prospectus. The Indenture has been duly qualified under the Trust Indenture Act. (f) The Series 2007-1 LIBOR Notes have been duly authorized by the Issuer and the Series 2007-1 LIBOR Notes, when executed by the Issuer and authenticated by the Trustee in accordance with the Indenture, and delivered to the Underwriters against payment therefor in accordance with the terms hereof, will have been validly issued and delivered, and will constitute valid and binding obligations of the Issuer entitled to the benefits of the Indenture and enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance or other similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto, and the Series 2007-1 LIBOR Notes will conform in all material respects to the description thereof in the Disclosure Package and the Prospectus. (g) The Issuer is a statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and as conducted on the date hereof, and is duly registered and qualified to conduct its business and is in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure so to register or qualify does not have a material adverse effect on the condition (financial or other), business, prospects, properties, net worth or results of operations of the Issuer. (h) Other than as contemplated by this Agreement or as disclosed in the Disclosure Package and the Prospectus, there is no broker, finder or other party that is entitled to receive from the Issuer or any of its affiliates any brokerage or finder's fee or other fee or commission as a result of any of the transactions contemplated by this Agreement. (i) There are no legal or governmental proceedings pending or threatened or, to the knowledge of the Issuer contemplated, against the Issuer, or to which the Issuer or any of its properties is subject, that are not disclosed in the Disclosure Package and the Prospectus and which, if adversely decided, would individually or in the aggregate have a material adverse effect on the condition (financial or other), business, properties or results of operations of the Issuer, or would materially and adversely affect the ability of the Issuer to perform its obligations under this Agreement and the other Basic Documents to which it is a party or otherwise materially affect the issuance of the Series 2007-1 LIBOR Notes or the consummation of the transactions contemplated hereby or by the Basic Documents. (j) Neither the offer, sale or delivery of the Series 2007-1 LIBOR Notes by the Issuer nor the execution, delivery or performance of this Agreement or the Basic Documents to which it is a party by the Issuer, nor the consummation by the Issuer of the transactions contemplated hereby or thereby (i) requires or will require any consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body, administrative agency or other governmental body, agency or official (except for compliance with the securities or Blue Sky laws of various jurisdictions, the qualification of the Indenture under the Trust Indenture Act and such other consents, approvals or authorizations as shall have been obtained prior to the Closing Date) or conflicts or will conflict with or constitutes or will constitute a breach of, or a default under, the organizational documents of the Issuer; or (ii) conflicts or will conflict with or constitutes or will constitute a breach of, or a default under, in any material respect, any agreement, indenture, lease or other instrument to which the Issuer is a party or by which the Issuer or any of its respective properties may be bound, or violates or will violate in any material respect any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Issuer or any of its respective properties, or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Issuer pursuant to the terms of any agreement or instrument to which it is a party or by which it may be bound or to which any of its properties is subject other than as contemplated by the Basic Documents. (k) The Issuer has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and the other Basic Documents to which it is a party; the execution and delivery of, and the performance by the Issuer of its obligations under this Agreement and the other Basic Documents to which it is a party have been duly and validly authorized by the Issuer and this Agreement and the other Basic Documents to which it is a party have been duly executed and delivered by the Issuer and constitute the valid and legally binding agreements of the Issuer, enforceable against the Issuer in accordance with their respective terms, except as the enforcement hereof and thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance or other similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto and subject to the applicability of general principles of equity, and except as rights to indemnity and contribution hereunder and thereunder may be limited by federal or state securities laws or principles of public policy. (l) The statements set forth in each of the Disclosure Package and the Prospectus under the caption "Description of the Notes" insofar as they purport to constitute a summary of the terms of the Series 2007-1 Notes, are accurate, complete and fair. (m) The assignment and delivery of Financed Student Loans by the Sellers and the Seller Eligible Lender Trustees to the Depositor and the Depositor Eligible Lender Trustee, the assignment and delivery of Financed Student Loans by the Depositor and the Depositor Eligible Lender Trustee to the Issuer and the Eligible Lender Trustee and the assignment of the Financed Student Loans by the Issuer and the Eligible Lender Trustee to the Trustee pursuant to the Indenture, will vest in the Trustee, for the benefit of the Noteholders, a first priority perfected security interest in the Financed Student Loans, subject to no prior lien, mortgage, security interest, pledge, adverse claim, charge or other encumbrance. (n) The Issuer is not, nor as a result of the issuance and sale of the Series 2007-1 Notes as contemplated hereunder will it become, subject to registration as an "investment company" under the Investment Company Act of 1940, as amended. (o) The representations and warranties made by the Issuer in any Basic Document to which it is a party and made in any Officer's Certificate of the Issuer will be true and correct at the time made and on and as of the Closing Date. (p) Since the dates of the Disclosure Package and the Prospectus, no material adverse change or any development involving a prospective material adverse change in, or affecting particularly the business or properties of, the Issuer has occurred. (q) The Issuer filed, or will file, (i) the Free Writing Prospectus on February 9, 2007 with the Commission, which filing date was within the time period required pursuant to Rule 433(d) under the Securities Act, (ii) the Term Sheet on February 26, 2007 with the Commission, which filing date was within the time period required pursuant to Rule 433(d) under the Securities Act, and (iii) the final pricing information on the Series 2007-1 LIBOR Notes on March 1, 2007 with the Commission, which filing date was within the time period required pursuant to Rule 433(d) under the Securities Act. (r) The Issuer is not, was not at the Time of Sale and will not be on the Closing Date an "ineligible issuer" (within the meaning of Rule 405 under the Securities Act). (s) Other than the Free Writing Prospectus, the Term Sheet and written communications constituting an electronic road show within the meaning of Rule 433(h) under the Securities Act and that was used after (the initial effectiveness of "Road Show Material"), the Registration Statement and prior Issuer has not made any other offer relating to the Applicable Time Series 2007-1 Notes that would constitute a "free writing prospectus" (as defined below) is referred to herein as in Rule 405 under the “Pricing Prospectus”Securities Act). The Pricing Prospectus Issuer has complied with the requirements of Rule 433 under the Securities Act applicable to any "issuer free writing prospectus" (as defined in Rule 433(h)(1) under the Securities Act), including timely filing with the Commission, retention where required and legending. (t) The Series 2007-1 Reset Rate Notes are being privately placed with DEPFA Bank plc, New York Branch in a transaction which is exempt from the Issuer Free Writing Prospectuses identified in Section B registration requirements of Schedule III hereby considered together are referred to herein as the “Pricing Package”Securities Act.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Issuer and the Bonds meet the requirements for the use of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and ConsumersOPCo, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 222, 2014 2013 (Registration Nos. 333-195654 188745 and 333-195654188745-01), [as amended by Amendment No. 1 thereto filed [ ]June 25, 2014 2013 and Amendment No. 2 thereto filed [ ]July 12, 2014,] 2013, including a prospectus and a form of prospectus supplement, for the registration under the Securities Act of up to $[ ] 278,000,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement Nos. 333-195654 188745 and 000-000000-00”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization phase-in-recovery bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 188745 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-195654 188745 and 000-000000-00, including any amendment thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) and any information in a prospectus or a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B under the Securities Act (“Rule 430B”) under the Securities Act that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For the purpose of this definition, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Issuer has filed with the Securities and Exchange Commission (the Bonds meet the requirements "Commission") a registration statement on Form S-3 on December 1, 1999 (Registration No. 333-91935), as amended by Amendment No. 1 and Amendment No. 2 thereto, including a prospectus, for the use of Form S-3 registration under the Securities Act of 1933, as amended (the “"Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Consumers, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2, 2014 (Registration Nos. 333-195654 and 333-195654-01"), [as amended by Amendment No. 1 thereto filed [ ], 2014 and Amendment No. 2 thereto filed [ ], 2014,] including a prospectus and a form of prospectus supplement, for the registration under the Securities Act of up to $[ ] 1,300,000,000 aggregate principal amount of the Bondsits transition bonds. Such registration statement, as amended (“"Registration Statement NosNo. 333-195654 and 000-000000-00”91935"), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization $800,000,000 aggregate principal amount of transition bonds registered with the Commission under the Securities Act pursuant to Registration Statement NosNo. 333-195654 and 000-000000-00 91935 have not been previously issued. References herein to the term “"Registration Statement” " as of any date shall be deemed to refer to Registration Statement NosNo. 333-195654 and 000-000000-0091935, as amended or supplemented to such date, including all documents incorporated by reference therein as of such date pursuant to Item 12 of Form S-3 (“"Incorporated Documents”) and any information in "); provided that if the Issuer files a prospectus or a prospectus supplement deemed or retroactively deemed registration statement with respect to be a part thereof pursuant to Rule 430B the transition bonds registered under the Securities Act (“Rule 430B”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the BondsNo. Information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. The final prospectus and the final prospectus supplement relating to the Bonds, as filed 333-91935 with the Commission pursuant to Rule 424(b) under the Securities Act, are referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b462(b) under the Securities Act (the "Rule 462(b) Registration Statement"), then after such filing, all references to "Registration Statement" shall be deemed to include the Rule 462(b) Registration Statement. References herein to the term "Prospectus" as of any given date shall be deemed to refer to the prospectus, including any preliminary prospectus, forming a part of Registration Statement No. 333-91935, as supplemented by a prospectus supplement relating to be the Series 2004 Bonds proposed to be filed pursuant to Rule 424 of the general rules and that regulations of the Securities Act ("Rule 424") and as further amended and supplemented as of such date (other than amendments or supplements relating to securities other than the Series 2004 Bonds), including all Incorporated Documents. References herein to the term "Effective Date" shall be deemed to refer to the later of the time and date the Registration Statement was used declared effective or the time and date of the filing thereafter of the Issuer's most recent Annual Report on Form 10-K if such filing is made prior to the Closing Date, as hereinafter defined. The Issuer will not file any amendment to the Registration Statement or supplement to the Prospectus on or after the initial effectiveness date of this Underwriting Agreement, without prior notice to the Underwriters, or to which Pillsbury Winthrop LLP, who are acting as counsel for the Underwriters ("Counsel for the Underwriters"), shall reasonably object in writing. For the purpose of this Underwriting Agreement, any Incorporated Document filed with the Commission on or after the date of this Underwriting Agreement and prior to the Closing Date, as hereinafter defined, shall be deemed an amendment or supplement to the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses identified in Section B of Schedule III hereby considered together are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Issuer Bonds have been registered on Form SF-1 and the Bonds meet the requirements for the use of Form S-3 SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and ConsumersAmeren, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on May 2October 11, 2014 2024 (Registration NosNo. 333-195654 282616 and 333-195654282616-01), [as amended by Amendment No. 1 thereto filed [ ]October 28, 2014 2024 and Amendment No. 2 thereto filed [ ]November 15, 2014,] 2024 including a prospectus and a form of prospectus supplement(the “Registration Statement”), for the registration under the Securities Act of up to $[ ] 476,121,000 aggregate principal amount of the Bonds. Such registration statement, as amended (“The Registration Statement Nos. 333-195654 and 000-000000-00”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 and 000-000000-00 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration Statement Nos. 333-195654 and 000-000000-00Statement, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) including any amendment thereto, and any information in a prospectus as amended or a prospectus supplement supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430B 430A under the Securities Act (“Rule 430B430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or prospectus supplement supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. 430A. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered III, together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.