Common use of Servicer Default Clause in Contracts

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to remit to the Collection Account on behalf of the Issuer any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) any failure on the part of the Servicer or, so long as the Servicer is SCE or an Affiliate thereof, any failure on the part of SCE, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or SCE, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or SCE, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or SCE, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or SCE; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, or the Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Recovery Bonds, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Bondholders) (a “Termination Notice”) may terminate all the rights and obligations of the Servicer, subject to compliance with Section 7.02. In addition, upon a Servicer Default described in Section 7.01(a), each of the following shall be entitled to apply to the CPUC for sequestration and payment of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Bonds, the Recovery Property, the Fixed Recovery Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Property or the Fixed Recovery Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Recovery Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE as Servicer shall not terminate SCE’ rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to remit to the Collection Account on behalf of the Issuer any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee (with a copy of such notice being provided promptly upon receipt by the Servicer to the Commission) or after discovery of such failure by an officer a Responsible Officer of the Servicer; or; (b) any failure on the part of the Servicer or, so long as the Servicer is SCE Duke Energy Carolinas or an Affiliate thereof, any failure on the part of SCEDuke Energy Carolinas, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or SCEDuke Energy Carolinas, as the case may be, set forth in this Servicing Agreement (other than as provided in clause (aSection 7.01(a) of this or Section 7.017.01(c)) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) 60 days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer Servicer, Duke Energy Carolinas or SCEan affiliate of Duke Energy Carolinas, acting as Successor Servicer, as the case may be, by the Issuer Issuer, the Commission (with a copy to the Indenture Trustee) or to the Servicer or SCEDuke Energy Carolinas, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer a Responsible Officer of the Servicer; or; (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or; (d) any representation or warranty made by the Servicer in this Servicing Agreement or any other Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) 60 days after the date on which (Ai) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee (with a copy of such notice being provided promptly upon receipt by the Servicer to the Commission), or (Bii) such failure is discovered by an officer a Responsible Officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or SCEServicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture TrusteeTrustee shall, or upon receiving the written instruction of either (i) Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Storm Recovery BondsBonds or (ii) the Commission, subject to the terms of the Intercreditor Agreements, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the BondholdersHolders) (a “Termination Notice”) may ), terminate all the rights and obligations (other than the obligations set forth in Section 6.02 and the obligation under Section 7.02 to continue performing its functions as Servicer until a Successor Servicer is appointed) of the ServicerServicer under this Servicing Agreement and under the Intercreditor Agreements; provided, subject to compliance with Section 7.02however the Indenture Trustee shall not give a Termination Notice upon instruction of the Commission unless the Rating Agency Condition is satisfied. In addition, upon a Servicer Default described in Section 7.01(a), each the Holders and the Indenture Trustee as financing parties under the Storm Recovery Law (or any of the following their representatives) shall be entitled to apply to the CPUC Commission or a court of appropriate jurisdiction for an order for sequestration and payment of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Storm Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Servicing Agreement, whether with respect to the Storm Recovery Bonds, the Storm Recovery Property, the Fixed Storm Recovery Charges or otherwise, shall, without further action, pass to and be vested in such successor Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Storm Recovery Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Servicing Agreement, including the transfer to the successor Successor Servicer for administration by it of all Storm Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Storm Recovery Property or the Fixed Storm Recovery Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Storm Recovery Property Records to the successor Successor Servicer. In case a successor Successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s attorneys’ fees and expenses) incurred in connection with transferring the Storm Recovery Property Records to the successor Successor Servicer and amending this Servicing Agreement and the Intercreditor Agreements to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE Duke Energy Carolinas as Servicer shall not terminate SCE’ Duke Energy Carolinas’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

Servicer Default. If any one or more of the following events (each, a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to remit to deposit in the Collection Deposit Account on behalf of the Issuer any required remittance that shall continue payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer Owner Trustee or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) any failure on the part of by the Servicer or, so long as or the Servicer is SCE or an Affiliate thereof, any failure on the part of SCESeller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or SCE, the Seller (as the case may be, ) set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a partyDocument, which failure shall (i) materially and adversely affect the rights of the Holders Certificateholders or Noteholders and (ii) continue unremedied for a period of sixty (60) 60 days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or SCE, the Seller (as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or SCE, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer Owner Trustee or the Indenture Trustee or (B) such failure is discovered to the Servicer or the Seller (as the case may be), and to the Indenture Trustee by an officer the Holders of Notes, evidencing not less than 25% of the ServicerOutstanding Amount of the Notes, or if the Notes are no longer Outstanding, Holders (as defined in the Trust Agreement) of Certificates evidencing Percentage Interests (as defined in the Trust Agreement) aggregating at least 25%; or (ec) the occurrence of an Insolvency Event occurs with respect to the Seller, the Servicer or SCEthe Company; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, Trustee or the Holders of Recovery Bonds Notes evidencing not less than a majority 25% of the Outstanding Amount of the Recovery BondsNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Bondholders) (a “Termination Notice”Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer, subject to compliance with Section 7.02. In addition, upon a Servicer Default described in Section 7.01(a), each of the following shall be entitled to apply to the CPUC for sequestration and payment of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery Propertythis Agreement. On or after the receipt by the Servicer of a Termination Noticesuch written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery BondsNotes, the Recovery Property, the Fixed Recovery Charges Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 7.028.02; and, without limitation, the Indenture Trustee is and the Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Noticenotice of termination, whether to complete the transfer and endorsement of the Recovery Property Records Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer Indenture Trustee and the Indenture Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittancedeposit, or shall thereafter be received by it with respect to the Recovery Property or the Fixed Recovery Chargesany Receivable. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all All reasonable costs and expenses (including reasonable attorney’s fees and expensesattorneys' fees) incurred in connection with transferring the Recovery Property Records Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE Any successor Servicer (including the Indenture Trustee as Servicer successor Servicer) shall not terminate SCE’ rights or provide the Seller in writing with such information as is reasonably requested by the Seller to comply with its reporting obligations under the Sale Agreement (except rights thereunder deriving from its rights as Exchange Act with respect to such Servicer. Upon receipt of notice of the occurrence of a Servicer hereunder)Default, the Owner Trustee shall give notice thereof to the Rating Agencies.

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to remit to the Collection Account Account, on behalf of the Issuer Issuer, any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer a Responsible Officer of the Servicer; or; (b) any failure on the part of the Servicer or, so long as the Servicer is SCE CEHE or an Affiliate thereof, any failure on the part of SCECEHE, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or SCECEHE, as the case may be, set forth in this Agreement (other than as provided in clause (aSection 7.01(a) of this or Section 7.017.01(c)) or any other Basic Document to which it is a party, which failure shall shall: (i) materially and adversely affect the rights of the Holders and Holders, and (ii) continue unremedied for a period of sixty (60) 60 days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or SCECEHE, as the case may be, by the Issuer (with a copy to the Indenture Trustee) Issuer, or to the Servicer or SCECEHE, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer a Responsible Officer of the Servicer; or; (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Servicer Business Days; or; (d) any representation or warranty made by the Servicer in this Agreement or any other Basic Document shall prove proves to have been incorrect in a material respect when made, which has a material adverse effect on the Holders Holders, and which material adverse effect continues unremedied for a period of sixty (60) 60 days after the date on which (Ai) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee Trustee, or (Bii) such failure is discovered by an officer a Responsible Officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or SCEServicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture TrusteeTrustee shall, or upon the written instruction of (i) Holders of Recovery Bonds evidencing not less than at least a majority of the Outstanding Amount of the Recovery BondsBonds or (ii) the Texas Commission, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the BondholdersHolders) (a “Termination Notice”) may ), terminate all the rights and obligations (other than the obligations set forth in Section 6.02 and the obligation under Section 7.02 to continue performing its functions as Servicer until a successor Servicer is appointed) of the ServicerServicer under this Agreement; provided, however, that the Trustee’s obligation to give a Termination Notice upon instruction of the Texas Commission is subject to compliance with Section 7.02and dependent upon satisfaction of the Rating Agency Condition in connection therewith. In addition, upon a Servicer Default described in Section 7.01(a), each of the following Issuer and the Trustee shall be entitled to (x) apply to the CPUC a state district court located in Travis County, Texas, for sequestration and payment to the Trustee of revenues arising with respect to the Recovery System Restoration Property: , (iy) foreclose on or otherwise enforce the holders Lien on and security interests in the System Restoration Property and (z) apply to the Texas Commission for an order that amounts arising from the System Restoration Charges be transferred to a separate account for the benefit of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Holders, in accordance with the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery PropertyAct. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Bonds, the Recovery System Restoration Property, SRC Collections, the Fixed Recovery System Restoration Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.027.04; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery System Restoration Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Recovery System Restoration Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Property System Restoration Property, SRC Collections or the Fixed Recovery System Restoration Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery System Restoration Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s attorneys’ fees and expenses) incurred in connection with transferring the Recovery System Restoration Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE CEHE as Servicer shall not terminate SCE’ CEHE’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to remit to the Collection Account on behalf of the Issuer any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer a Responsible Officer of the Servicer; or; (b) any failure on the part of the Servicer or, so long as the Servicer is SCE Consumers Energy or an Affiliate thereof, any failure on the part of SCEConsumers Energy, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or SCEConsumers Energy, as the case may be, set forth in this Servicing Agreement (other than as provided in clause (aSection 7.01(a) of this or Section 7.017.01(c)) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) 60 days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or SCEConsumers Energy, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or SCEConsumers Energy, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer a Responsible Officer of the Servicer; or; (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or; (d) any representation or warranty made by the Servicer in this Servicing Agreement or any other Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) 60 days after the date on which (Ai) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (Bii) such failure is discovered by an officer a Responsible Officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or SCEConsumers Energy; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee may (if it is actually known by a Responsible Officer of the Indenture Trustee), or shall upon the instruction of Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Recovery Securitization Bonds, subject to the terms of the Intercreditor Agreement, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the BondholdersHolders) (a “Termination Notice”) may ), terminate all the rights and obligations (other than the obligations set forth in Section 6.02 and the obligation under Section 7.02 to continue performing its functions as Servicer until a successor Servicer is appointed) of the Servicer, subject to compliance with Section 7.02Servicer under this Servicing Agreement and under the Intercreditor Agreement. In addition, upon a Servicer Default described in Section 7.01(a), each the Holders and the Indenture Trustee as financing parties under the Securitization Law (or any of the following their representatives) shall be entitled to apply to the CPUC Commission or a court of appropriate jurisdiction for an order for sequestration and payment of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Servicing Agreement, whether with respect to the Recovery Securitization Bonds, the Recovery Securitization Property, the Fixed Recovery Securitization Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Securitization Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Servicing Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Securitization Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Securitization Property or the Fixed Recovery Securitization Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Securitization Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s attorneys’ fees and expenses) incurred in connection with transferring the Recovery Securitization Property Records to the successor Servicer and amending this Servicing Agreement and the Intercreditor Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE Consumers Energy as Servicer shall not terminate SCE’ Consumers Energy’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

Servicer Default. If any one or more of the following events (each, a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to remit to deposit in the Collection Deposit Account on behalf of the Issuer any required remittance that shall continue payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer Owner Trustee or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) any failure on the part of by the Servicer or, so long as or the Servicer is SCE or an Affiliate thereof, any failure on the part of SCESeller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or SCE, the Seller (as the case may be, ) set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a partyDocument, which failure shall (i) materially and adversely affect the rights of the Holders Certificateholders or Noteholders and (ii) continue unremedied for a period of sixty (60) 60 days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or SCE, the Seller (as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or SCE, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer Owner Trustee or the Indenture Trustee or (B) such failure is discovered to the Servicer or the Seller (as the case may be), and to the Indenture Trustee by an officer the Holders of Notes, evidencing not less than 25% of the ServicerOutstanding Amount of the Notes, or if the Notes are no longer Outstanding, Holders (as defined in the Trust Agreement) of Certificates evidencing Percentage Interests (as defined in the Trust Agreement) aggregating at least 25%; or (ec) the occurrence of an Insolvency Event occurs with respect to the Seller, the Servicer or SCEthe Company; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, Trustee or the Holders of Recovery Bonds Notes evidencing not less than a majority 25% of the Outstanding Amount of the Recovery BondsNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Bondholders) (a “Termination Notice”Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer, subject to compliance with Section 7.02. In addition, upon a Servicer Default described in Section 7.01(a), each of the following shall be entitled to apply to the CPUC for sequestration and payment of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery Propertythis Agreement. On or after the receipt by the Servicer of a Termination Noticesuch written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery BondsNotes, the Recovery Property, the Fixed Recovery Charges Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 7.028.02; and, without limitation, the Indenture Trustee is and the Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Noticenotice of termination, whether to complete the transfer and endorsement of the Recovery Property Records Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer Indenture Trustee and the Indenture Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittancedeposit, or shall thereafter be received by it with respect to the Recovery Property or the Fixed Recovery Chargesany Receivable. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all All reasonable costs and expenses (including reasonable attorney’s fees and expensesattorneys' fees) incurred in connection with transferring the Recovery Property Records Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination Upon receipt of SCE as notice of the occurrence of a Servicer Default, the Owner Trustee shall not terminate SCE’ rights or obligations under give notice thereof to the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder)Rating Agencies.

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to remit to the Collection Account on behalf of the Issuer any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery actual knowledge of such failure by an officer a Responsible Officer of the Servicer; or (b) any failure on the part of the Servicer or, so long as the Servicer is SCE Atmos Energy or an Affiliate thereof, any failure on the part of SCEAtmos Energy, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or SCEAtmos Energy, as the case may be, set forth in this Servicing Agreement (other than as provided in clause (aSection 7.01(a) of this or Section 7.017.01(c)) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) 60 days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or SCEAtmos Energy, as the case may be, by the Issuer Issuer, the Kansas Commission (with a copy to the Indenture Trustee) or to the Servicer or SCEAtmos Energy, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer a Responsible Officer of the Servicer; or (c) any failure in any material respect by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or (d) any representation or warranty made by the Servicer in this Servicing Agreement or any other Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) 60 days after the date on which (Ai) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee (with a copy of such notice being provided promptly upon receipt by the Servicer to the Kansas Commission), or (Bii) such failure is discovered actually known by an officer a Responsible Officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or SCEServicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, or acting under the Indenture, may, or, upon the instruction of the Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Recovery Securitized Utility Tariff Bonds, shall, in each case by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Bondholders) (a “Termination Notice”) may ), terminate all the rights and obligations (other than the obligations set forth in Section 6.02 and the obligation under Section 7.02 to continue performing its functions as Servicer until a successor Servicer is appointed) of the Servicer, subject to compliance with Section 7.02Servicer under this Servicing Agreement. In addition, upon a Servicer Default described in Section 7.01(a), each the Holders and the Indenture Trustee as financing parties under the Securitization Law (or any of the following their representatives) shall be entitled to apply to the CPUC Kansas Commission or a court of appropriate jurisdiction for an order for sequestration and payment of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery Securitized Utility Tariff Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Servicing Agreement, whether with respect to the Recovery Securitized Utility Tariff Bonds, the Recovery Securitized Utility Tariff Property, the Fixed Recovery Securitized Utility Tariff Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Securitized Utility Tariff Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Servicing Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Securitized Utility Tariff Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Securitized Utility Tariff Property or the Fixed Recovery Securitized Utility Tariff Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Securitized Utility Tariff Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s attorneys’ fees and expenses) incurred in connection with transferring the Recovery Securitized Utility Tariff Property Records to the successor Servicer and amending this Servicing Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE Atmos Energy as Servicer shall not terminate SCE’ Atmos Energy’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to remit to the Collection Account Account, on behalf of the Issuer Issuer, any required remittance by the date that shall continue such remittance must be made that continues unremedied for a period of five (5) Servicer Business Days after the date on which written notice of such failure is received by thereof shall have been given to the Servicer from and the LPSC by the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; orTrustee; (b) any failure on the part of by the Servicer or, so long as the Servicer is SCE or an Affiliate thereof, any failure on the part of SCE, as the case may be, to duly to observe or to perform in any material respect any covenants other covenant or agreements agreement of the Servicer or SCE, as the case may be, set forth in this Agreement (other than as provided in clause Section 7.01(a) or (a) of this Section 7.01c)) or any other Basic Document to which it is a party, which failure shall failure (i) materially and adversely affect affects the Energy Transition Property or the timely collection of the Energy Transition Charges or the rights of the Holders and Energy Transition Bondholders, and (ii) continue continues unremedied for a period of sixty (60) 60 days after the date on which (A) written notice of such failure, requiring the same to be remedied, thereof shall have been given to the Servicer by the Trustee or SCE, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to after discovery of such failure by an officer of the Servicer or SCEServicer, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or; (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Servicer Business Days; or; (d) any representation or warranty made by the Servicer in this Agreement or any other Basic Document shall prove proves to have been incorrect in a material respect when made, which has a material adverse effect on the Holders Energy Transition Bondholders, and which material adverse effect continues unremedied for a period of sixty (60) 60 days after the date on which (A) written notice thereof, requiring the same to be remedied, thereof shall have been delivered given to the Servicer by the Issuer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) after discovery of such failure is discovered by an officer of a Servicer Responsible Officer, as the Servicercase may be; or (e) an Insolvency Event occurs with respect to the Servicer or SCEServicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, or Trustee shall upon the Holders of Recovery Bonds evidencing not less than a majority written instruction of the Outstanding Amount Majority Holders and with the Issuer’s prior written consent (which shall not be unreasonably withheld), terminate all the rights and obligations (other than the indemnification obligations set forth in Section 6.02 hereof and the obligation under Section 7.04 to continue performing its functions as Servicer until a Successor Servicer is appointed) of the Recovery Bonds, Servicer under this Agreement by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Bondholders) (a “Termination Notice”) may terminate all ), and the rights and obligations Trustee shall comply with the provisions of the Servicer, subject to compliance with Section 7.02Intercreditor Agreement. In addition, upon a Servicer Default described in Section 7.01(a)Default, each of the following Energy Transition Bondholders and the Trustee shall be entitled to (i) apply to the CPUC 19th Judicial District Court for the Parish of East Baton Rouge, Louisiana, for sequestration and payment to the Trustee of revenues arising with respect to the Recovery Energy Transition Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; , (ii) foreclose on or otherwise enforce the Issuer or its assignees; or Lien on and security interests in the Energy Transition Property and (iii) pledgees or transferees, including transferees under Section 850.4 apply to the LPSC for an order that amounts arising from the Energy Transition Charges be transferred to a separate account for the benefit of the Energy Transition Bondholders, in accordance with the Securitization Law, of the Recovery PropertyAct. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Bonds, the Recovery Energy Transition Property, the Fixed Recovery Energy Transition Charges or otherwise, shall, upon appointment of a Successor Servicer pursuant to Section 7.04 and pursuant to the provisions of the Intercreditor Agreement, without further action, pass to and be vested in such successor Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Energy Transition Property Records Documentation and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Successor Servicer, the Issuer Trustee and the Indenture Trustee Issuer in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement and the Intercreditor Agreement, including the transfer to the successor Successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Energy Transition Property or the Fixed Recovery Energy Transition Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Energy Transition Property Records Documentation to the successor Successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all All reasonable costs and expenses (including reasonable attorney’s attorneys’ fees and expenses) incurred in connection with transferring the Recovery Energy Transition Property Records Documentation to the successor Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. All costs and expenses (including attorneys’ fees and expenses) incurred in connection with transferring the Energy Transition Property Documentation to the Successor Servicer and amending this Agreement or the Intercreditor Agreement to reflect the succession as Servicer other than pursuant to this Section 7.01 shall be paid by the party incurring such costs and expenses. Termination of SCE Cleco Power’s rights as a Servicer shall not terminate SCE’ Cleco Power’s rights or obligations under the Sale Agreement or the Intercreditor Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to remit to the Collection Account on behalf of the Issuer any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer a Responsible Officer of the Servicer; or; (b) any failure on the part of the Servicer or, so long as the Servicer is SCE Consumers Energy or an Affiliate thereof, any failure on the part of SCEConsumers Energy, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or SCEConsumers Energy, as the case may be, set forth in this Servicing Agreement (other than as provided in clause (aSection 7.01(a) of this or Section 7.017.01(c)) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) 60 days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or SCEConsumers Energy, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or SCEConsumers Energy, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer a Responsible Officer of the Servicer; or; (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or; (d) any representation or warranty made by the Servicer in this Servicing Agreement or any other Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) 60 days after the date on which (Ai) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (Bii) such failure is discovered by an officer a Responsible Officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or SCEConsumers Energy; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture TrusteeTrustee may (if a Responsible Officer of the Indenture Trustee has received written notice of such Servicer Default), or shall upon the instruction of Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Recovery Securitization Bonds, subject to the terms of the Intercreditor Agreement, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the BondholdersHolders) (a “Termination Notice”) may ), terminate all the rights and obligations (other than the obligations set forth in Section 6.02 and the obligation under Section 7.02 to continue performing its functions as Servicer until a successor Servicer is appointed) of the Servicer, subject to compliance with Section 7.02Servicer under this Servicing Agreement and under the Intercreditor Agreement. In addition, upon a Servicer Default described in Section 7.01(a), each the Holders and the Indenture Trustee as financing parties under the Statute (or any of the following their representatives) shall be entitled to apply to the CPUC Commission or a court of appropriate jurisdiction for an order for sequestration and payment of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Servicing Agreement, whether with respect to the Recovery Securitization Bonds, the Recovery Securitization Property, the Fixed Recovery Securitization Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Securitization Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Servicing Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Securitization Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Securitization Property or the Fixed Recovery Securitization Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Securitization Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s attorneys’ fees and expenses) incurred in connection with transferring the Recovery Securitization Property Records to the successor Servicer and amending this Servicing Agreement and the Intercreditor Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE Consumers Energy as Servicer shall not terminate SCE’ Consumers Energy’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to remit to the Collection Account on behalf of the Issuer any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer a Responsible Officer of the Servicer; or; (b) any failure on the part of the Servicer or, so long as the Servicer is SCE Public Service Company of New Mexico or an Affiliate thereof, any failure on the part of SCEPublic Service Company of New Mexico, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or SCEPublic Service Company of New Mexico, as the case may be, set forth in this Servicing Agreement (other than as provided in clause (aSection 7.01(a) of this or Section 7.017.01(c)) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) 60 days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or SCEPublic Service Company of New Mexico, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or SCEPublic Service Company of New Mexico, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer a Responsible Officer of the Servicer; or; (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or; (d) any representation or warranty made by the Servicer in this Servicing Agreement or any other Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) 60 days after the date on which (Ai) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (Bii) such failure is discovered by an officer a Responsible Officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or SCEPublic Service Company of New Mexico; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either ,the Indenture TrusteeTrustee shall, or upon the instruction of Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Recovery Series A Bonds, subject to the terms of any intercreditor agreement executed in connection with any additional energy transition bonds, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the BondholdersHolders) (a “Termination Notice”) may ), terminate all the rights and obligations (other than the obligations set forth in Section 6.02 and the obligation under Section 7.02 to continue performing its functions as Servicer until a successor Servicer is appointed) of the Servicer, subject to compliance with Section 7.02Servicer under this Servicing Agreement. In addition, upon a Servicer Default described in Section 7.01(a), each the Holders and the Indenture Trustee as financing parties under the Energy Transition Act (or any of the following their representatives) shall be entitled to apply to the CPUC Commission or a court of appropriate jurisdiction for an order for sequestration and payment of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery Series Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Servicing Agreement, whether with respect to the Recovery Series A Bonds, the Recovery Series Property, the Fixed Recovery Series Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Energy Transition Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Servicing Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Energy Transition Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Series Property or the Fixed Recovery Series Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Energy Transition Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s attorneys’ fees and expenses) incurred in connection with transferring the Recovery Energy Transition Property Records to the successor Servicer and amending this Servicing Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE Public Service Company of New Mexico as Servicer shall not terminate SCE’ Public Service Company of New Mexico’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

Servicer Default. If any In case one or more of the following events of default by the Servicer (each, a “"Servicer Default”") shall occur and be continuing, that is to say: (ai) any failure by the Servicer to remit to the Collection Account on behalf Trustee any payment required to be made under the terms of the Issuer any required remittance that shall continue this Agreement which continues unremedied for a period of five (5) three Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the ServicerDays; or (bii) any failure on the part of the Servicer or, so long as the Servicer is SCE or an Affiliate thereof, any failure on the part of SCE, as the case may be, duly to observe or to perform in any material respect any other of the covenants or agreements of the Servicer or SCE, as the case may be, set forth in this Agreement (other than as provided in clause (a) Agreement, the breach of this Section 7.01) or any other Basic Document to which it is has a party, material adverse effect and which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or SCE, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or SCE, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (ciii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any failure by insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement and such decree or order shall have remained in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or (d) any representation force undischarged or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied unstayed for a period of sixty (60) days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicerdays; or (eiv) an Insolvency Event occurs with respect the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Servicer or SCEof or relating to all or substantially all of its property; or (v) the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or (vi) the Servicer attempts to assign its right to servicing compensation hereunder (other than any payment by the Servicer of any portion of the Servicing Fee to the Seller as provided in a separate side letter between the Seller and the Servicer) or the Servicer attempts to sell or otherwise dispose of all or substantially all of its property or assets or to assign this Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof except, in each case as otherwise permitted herein; or (vii) the Servicer ceases to be qualified to transact business in any jurisdiction where it is currently so qualified, but only to the extent such non-qualification materially and adversely affects the Servicer's ability to perform its obligations hereunder; or then, and in each and every such case, so long as the a Servicer Default shall not have been remedied, either the Indenture Trustee, or the Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Recovery Bonds, by notice then given in writing to the Servicer (and shall with respect to the Indenture Trustee if given a payment default by the BondholdersServicer pursuant to Section 8.01(i) (a “Termination Notice”) and, upon the occurrence and continuance of any other Servicer Default, may, and, at the written direction of Certificateholders evidencing not less than 25% of the Voting Rights shall, in addition to whatever rights the Trustee on behalf of the Certificateholders may have under Section 7.03 and at law or equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Servicer, subject to compliance with Section 7.02. In addition, upon a Servicer Default described under this Agreement and in Section 7.01(a), each of the following shall be entitled to apply and to the CPUC Mortgage Loans and the proceeds thereof without compensating the Servicer for sequestration and payment of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery Propertysame. On or after the receipt by the Servicer of a Termination Noticesuch written notice, all authority and power of the Servicer under this Agreement, Agreement whether with respect to the Recovery Bonds, the Recovery Property, the Fixed Recovery Charges Mortgage Loans or otherwise, shall, without further action, shall pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitationthe Trustee. Upon written request from the Trustee, the Indenture Trustee is hereby authorized and empowered to Servicer shall prepare, execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, place in the Trustee's possession all Mortgage Files relating to the related Mortgage Loans, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Noticenotice of termination, whether to complete the transfer and endorsement or assignment of the Recovery Property Records Mortgage Loans and related documents, or otherwise, at the Servicer's sole expense. The predecessor defaulting Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the its responsibilities and rights of the predecessor Servicer under this Agreementhereunder including, including without limitation, the transfer to the such successor Servicer for administration by it of all Recovery Property Records and all cash amounts that which shall at the time be held credited by the predecessor defaulting Servicer for remittance, to the Custodial Account or shall Escrow Accounts or thereafter be received by it with respect to the Recovery Mortgage Loans or any related REO Property (provided, however, that the defaulting Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the Fixed Recovery Charges. As soon as practicable after receipt by the Servicer date of such Termination Noticetermination, the Servicer whether in respect of Advances, Servicing Advances, accrued and unpaid Servicing Fees or otherwise, and shall deliver the Recovery Property Records continue to be entitled to the successor Servicerbenefits of Section 7.04, notwithstanding any such termination, with respect to events occurring prior to such termination). In case a successor Servicer is appointed as a result The Trustee shall not have knowledge of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring Default unless a Responsible Officer of the Recovery Property Records to the successor Trustee has actual knowledge or unless written notice of any Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid Default is received by the predecessor Servicer upon presentation of reasonable documentation of Trustee at its Corporate Trust Office and such costs and expenses. Termination of SCE as Servicer shall not terminate SCE’ rights notice references the Certificates, the Trust Fund or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder)this Agreement.

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to remit to the Collection Account on behalf of the Issuer any required remittance that shall continue unremedied for a period of five (5) Business Days after the earlier of the date on which (i) written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of is received by the Servicer and (ii) such failure is actually known by an officer a Responsible Officer of the Servicer; or (b) any failure on the part of the Servicer or, so long as the Servicer is SCE or an Affiliate thereof, any failure on the part of SCE, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or SCE, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) days after the earlier of the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or SCE, as the case may be, by the Issuer or the Commission (in each case, with a copy to the Indenture Trustee) or to the Servicer or SCE, as the case may be, by the Indenture Trustee or and (B) such failure is discovered actually known by an officer a Responsible Officer of the Servicer; or (c) any failure in any material respect by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or (d) any representation or warranty made by the Servicer in this Agreement or any other Basic Document shall prove to have been incorrect in a any material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) days after the earlier of the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer Issuer, the Indenture Trustee, or the Commission (with a copy to the Indenture Trustee Trustee), or (B) such failure is discovered actually known by an officer a Responsible Officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or SCEServicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, or acting under the Indenture may, or, upon the written instruction of the Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Recovery BondsBonds and the written instruction of the Commission (acting on behalf of Customers), shall, in each case by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Bondholders) (a “Termination Notice”) may ), terminate all the rights and obligations of the Servicer, Servicer under this Agreement (other than the obligations set forth in Section 6.02 and the obligation under Section 7.02 to continue performing its functions as Servicer until a successor Servicer is appointed). The appointment of any successor Servicer shall be subject to compliance with Section 7.02the terms and provisions of the Intercreditor Agreement. In addition, upon a Servicer Default described in Section 7.01(a), each the Holders and the Indenture Trustee as financing parties under the Act (or any of the following their representatives) shall be entitled to (i) apply to the CPUC Commission or the court of Franklin County, Kentucky, for sequestration and payment of revenues arising with respect to the Cost Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; , (ii) foreclose on or otherwise enforce the Issuer or its assignees; or lien and security interests in any Cost Recovery Property and (iii) pledgees exercise any other rights and remedies available to the Holders and the Indenture Trustee under the Act or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery Propertyany other applicable law. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Bonds, the Cost Recovery Property, the Fixed Recovery Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Cost Recovery Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Cost Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Cost Recovery Property or the Fixed Recovery Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Cost Recovery Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Cost Recovery Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE Kentucky Power as Servicer shall not terminate SCE’ Kentucky Power’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a1) any failure by the Servicer (i) to remit deliver to the Indenture Trustee or the Indenture Administrator, as the case may be, for deposit in the Trust Accounts any payment required by the Basic Documents to which the Servicer is a signatory or (ii) in the event that daily deposits into the Collection Account on behalf are not required, to deliver to the Administrator any payment required by the Basic Documents, which failure in case of the Issuer any required remittance that shall continue either clause (i) or (ii) continues unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer Owner Trustee, the Indenture Trustee, the Indenture Administrator or the Indenture Trustee Administrator or five Business Days after discovery of such failure by an officer of the Servicer; or (b2) any failure on the part of by the Servicer or, so long as the Servicer is SCE or an Affiliate thereof, any failure on the part of SCE, as the case may be, duly to observe or to perform in any material respect any covenants other term, covenant or agreements agreement of the Servicer or SCE, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it the Servicer is a partysignatory, which failure shall (i) materially and adversely affect the rights of the Holders Indenture Trustee, on behalf of the Noteholders, or the Noteholders and (ii) continue continues unremedied for a period of sixty (60) 60 days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or SCE, as the case may be, by the Issuer Indenture Trustee, the Indenture Administrator, the Eligible Lender Trustee or the Administrator or (with a copy B) to the Servicer, and to the Indenture Trustee) , the Indenture Administrator and the Eligible Lender Trustee by the Noteholders representing at least a majority of the Outstanding Amount of the Notes; provided, however, that any breach of Sections 3.1, 3.2, 3.3 or to 3.4 shall not be deemed a Servicer Default so long as the Servicer or SCE, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicerin compliance with its obligations under Section 3.5; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (e3) an Insolvency Event occurs with respect to the Servicer; or (4) any failure by the Servicer to comply with any requirements under the Higher Education Act resulting in a loss of its eligibility as a third-party servicer; or (5) any failure by the Servicer, any Subservicer or SCEany Subcontractor to deliver any information, report, certification or accountants' letter when and as required under Article VII (including, without limitation, any failure by the Servicer to identify any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB), which continues unremedied for fifteen (15) calendar days after the date on which such information, report, certification or accountants' letter was required to be delivered; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture TrusteeTrustee or the Indenture Administrator, or the Holders Noteholders of Recovery Bonds Notes evidencing not less than a majority of the Outstanding Amount of the Recovery BondsNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee, the Indenture Administrator and the Owner Trustee if given by the Bondholders) (a “Termination Notice”Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 3.5 and Section 4.2) of the Servicer under this Agreement. As of the effective date of termination of the Servicer, subject to compliance with Section 7.02. In addition, upon a Servicer Default described in Section 7.01(a), each of the following shall be entitled to apply to the CPUC for sequestration and payment of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Bonds, Notes or the Recovery Property, the Fixed Recovery Charges Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Administrator or such successor Servicer servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Property Records and related documents, or otherwise5.2. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer servicer and the Indenture Trustee Administrator in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittancedeposit, or shall thereafter be received by it with respect to the Recovery Property or the Fixed Recovery Chargesa Trust Student Loan. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all All reasonable costs and expenses, including, without limitation, any costs or expenses (including reasonable attorney’s associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Trust Student Loans properly and effectively, costs reasonably allocable to specific employees and overhead, legal fees and expenses) , accounting and financial consulting fees and expenses, costs or expenses associated with the transfer of all servicing files and costs of amending the Agreement, if necessary, incurred in connection with transferring the Recovery Property Records Trust Student Loan Files to the successor Servicer servicer and amending this Agreement and any other Basic Documents to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer (other than the Indenture Administrator acting as the Servicer under this Section 5.1) upon presentation of reasonable documentation of such costs and expenses. Termination If the predecessor Servicer (other than the Indenture Administrator) does not pay such reimbursement within thirty (30) days of SCE as its receipt of an invoice therefor, such reimbursement shall be an expense of the Issuer and the successor servicer shall be entitled to receive such reimbursement from amounts on deposit in the Collection Account. Upon receipt of notice of the occurrence of a Servicer Default, the Issuer shall give notice thereof to the Indenture Trustee and the Rating Agencies. Notwithstanding the foregoing, the Servicer shall not terminate SCE’ rights or be deemed to have breached its obligations to service the Trust Student Loans, nor will a Servicer Default be deemed to have occurred under the Sale Agreement (except rights thereunder deriving from its rights as this Section 5.1, if the Servicer hereunderis rendered unable to perform such obligations, in whole or in part, by a force outside the control of the parties hereto (including, without limitation, acts of God, acts of war or terrorism, fires, earthquakes, hurricanes, floods and other material natural or man made disasters); provided, that the Servicer shall be required to diligently undertake all actions necessary to resume the performance of its duties hereunder as soon as practicable following the termination of such business interruption or, if necessary and appropriate in its reasonable judgment to enable the proper servicing of the Trust Student Loans, to transfer servicing, either temporarily or permanently, to another servicer.

Servicer Default. If any one or more of the following events (each, a “"Servicer Default”") shall occur and be continuing: (a1) any failure by the Servicer (i) to remit deliver to the Indenture Trustee or the Indenture Administrator, as the case may be, for deposit in the Trust Accounts any payment required by the Basic Documents to which the Servicer is a signatory or (ii) in the event that daily deposits into the Collection Account on behalf are not required, to deliver to the Administrator any payment required by the Basic Documents, which failure in case of the Issuer any required remittance that shall continue either clause (i) or (ii) continues unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer Owner Trustee, the Indenture Trustee, the Indenture Administrator or the Indenture Trustee Administrator or five Business Days after discovery of such failure by an officer of the Servicer; or (b2) any failure on the part of by the Servicer or, so long as the Servicer is SCE or an Affiliate thereof, any failure on the part of SCE, as the case may be, duly to observe or to perform in any material respect any covenants other term, covenant or agreements agreement of the Servicer or SCE, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it the Servicer is a partysignatory, which failure shall (i) materially and adversely affect the rights of the Holders Indenture Trustee, on behalf of the Noteholders, or the Noteholders and (ii) continue continues unremedied for a period of sixty (60) 60 days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or SCE, as the case may be, by the Issuer Indenture Trustee, the Indenture Administrator, the Eligible Lender Trustee or the Administrator or (with a copy B) to the Servicer, and to the Indenture Trustee) , the Indenture Administrator and the Eligible Lender Trustee by the Noteholders representing at least a majority of the Outstanding Amount of the Notes; provided, however, that any breach of Sections 3.1, 3.2, 3.3 or to 3.4 shall not be deemed a Servicer Default so long as the Servicer or SCE, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicerin compliance with its repurchase and reimbursement obligations under Section 3.5; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (e3) an Insolvency Event occurs with respect to the Servicer; or (4) any failure by the Servicer or SCEto comply with any requirements under the Higher Education Act resulting in a loss of its eligibility as a third-party servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture TrusteeTrustee or the Indenture Administrator, or the Holders Noteholders of Recovery Bonds Notes evidencing not less than at least a majority of the Outstanding Amount of the Recovery BondsNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee, the Indenture Administrator and the Owner Trustee if given by the Bondholders) (a “Termination Notice”Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 3.5 and Section 4.2) of the Servicer under this Agreement. As of the effective date of termination of the Servicer, subject to compliance with Section 7.02. In addition, upon a Servicer Default described in Section 7.01(a), each of the following shall be entitled to apply to the CPUC for sequestration and payment of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Bonds, Notes or the Recovery Property, the Fixed Recovery Charges Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Administrator or such successor Servicer servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Property Records and related documents, or otherwise5.2. The predecessor Servicer shall cooperate with the successor Servicerservicer, the Issuer Indenture Administrator and the Indenture Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittancedeposit, or shall thereafter be received by it with respect to the Recovery Property or the Fixed Recovery Chargesa Trust Student Loan. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all All reasonable costs and expenses, including, without limitation, any costs or expenses (including reasonable attorney’s associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Trust Student Loans properly and effectively, costs reasonably allocable to specific employees and overhead, legal fees and expenses) , accounting and financial consulting fees and expenses, costs or expenses associated with the transfer of all servicing files and costs of amending the Agreement, if necessary, incurred in connection with transferring the Recovery Property Records Trust Student Loan Files to the successor Servicer servicer and amending this Agreement and any other Basic Documents to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer (other than the Indenture Administrator acting as the Servicer under this Section 5.1) upon presentation of reasonable documentation of such costs and expenses. Termination If the predecessor Servicer (other than the Indenture Administrator) does not pay such reimbursement within thirty (30) days of SCE as its receipt of an invoice therefor, such reimbursement shall be an expense of the Issuer and the successor servicer shall be entitled to receive such reimbursement from amounts on deposit in the Collection Account. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall not terminate SCE’ rights or obligations under give notice thereof to the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder)Rating Agencies.

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to remit to the Collection Account on behalf of the Issuer any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) any failure on the part of the Servicer or, so long as the Servicer is SCE Evergy Missouri West or an Affiliate thereof, any failure on the part of SCEEvergy Missouri West, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or SCEEvergy Missouri West, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or SCEEvergy Missouri West, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or SCEEvergy Missouri West, as the case may be, by the Indenture Trustee (acting at the written direction of the Holders) or (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (Bacting at the written direction of the Holders) after such failure is discovered by an officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or SCEEvergy Missouri West; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, or the Holders of Recovery Securitized Utility Tariff Bonds evidencing not less than a majority of the Outstanding Amount of the Recovery Securitized Utility Tariff Bonds, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Bondholders) (a “Termination Notice”) may terminate all the rights and obligations of the Servicer, subject to compliance with Section 7.02. In addition, upon a Servicer Default described in Section 7.01(a), each of the following shall be entitled to apply to the CPUC MPSC for sequestration and payment of revenues arising with respect to the Recovery Securitized Utility Tariff Property: (i) the holders Holders of any Recovery Securitized Utility Tariff Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 393.1700.5.(1)(c) of the Securitization Law, of the Recovery Securitized Utility Tariff Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Securitized Utility Tariff Bonds, the Recovery Securitized Utility Tariff Property, the Fixed Recovery Securitized Utility Tariff Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Securitized Utility Tariff Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Securitized Utility Tariff Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Securitized Utility Tariff Property or the Fixed Recovery Securitized Utility Tariff Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Securitized Utility Tariff Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Recovery Securitized Utility Tariff Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE Evergy Missouri West as Servicer shall not terminate SCE’ Evergy Missouri West’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

Servicer Default. If any one or more Each of the following events (each, is a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer (or the Seller, so long as TMCC is the Servicer) to remit deliver to the Indenture Trustee for deposit in the Collection Account on behalf of the Issuer or Reserve Account any required remittance that shall continue payment or to direct the Indenture Trustee to make any required payment or distribution therefrom, which failure continues unremedied for a period of five (5) Business Days after discovery of the failure by an officer of the Servicer or written notice of such failure is received (i) by the Servicer (or the Seller, so long as TMCC is the Servicer) from the Issuer Owner Trustee or the Indenture Trustee or after discovery (ii) to the Seller or the Servicer, as the case may be, and to the applicable Owner Trustee and Indenture Trustee by the Holders of such failure by an officer Notes evidencing not less than a majority of the Servicer; orNotes, acting as a single Class, (b) any failure on the part of by the Servicer or, so long as or the Servicer is SCE or an Affiliate thereof, any failure on the part of SCESeller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or SCE, the Seller (as the case may be, ) set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a partyAgreement, which failure shall (i) materially and adversely affect the rights of the Holders Certificateholder or Noteholders and (ii) shall continue unremedied for a period of sixty (60) 90 days after the date on which (A) written notice of such failurefailure is received (i) by the Servicer (or the Seller, requiring so long as TMCC is the same to be remedied, shall have been given Servicer) from the Owner Trustee or the Indenture Trustee or (ii) to the Servicer Seller or SCEthe Servicer, as the case may be, and to the Owner Trustee and Indenture Trustee by the Issuer (with holders of Notes evidencing not less than a copy to the Indenture Trustee) or to the Servicer or SCE, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer majority of the ServicerNotes, acting together as a single Class; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) occurrence of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer; provided, however, that (A) if any delay or failure of performance referred to in clause (a) above shall have been caused by force majeure or other similar occurrences, the five Business Day grace period referred to in such clause (a) shall be extended for an additional 60 calendar days and (B) if any delay or failure of performance referred to in clause (b) above shall have been caused by force majeure or other similar occurrences, the 90 day grace period referred to in such clause (b) shall be extended for an additional 60 calendar days. Upon receipt of notice of the occurrence of a Servicer or SCE; thenDefault, the Indenture Trustee shall give prompt written notice thereof to the Rating Agencies. At any time when a Servicer Default set forth in clauses (a) through (c) above has occurred and in each and every caseis continuing, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, Trustee or the Holders of Recovery Bonds Notes evidencing not less than at least a majority of the Outstanding Amount of the Recovery BondsNotes acting as a single Class, excluding for purposes of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any of their Affiliates, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Bondholders) (a “Termination Notice”Noteholders) may terminate all the rights and obligations of (other than the Servicer, subject to compliance with Section 7.02. In addition, upon a Servicer Default described obligations set forth in Section 7.01(a), each of 7.02 hereof and the following shall be entitled to apply to the CPUC for sequestration and payment of revenues arising with respect to the Recovery Property: (irights set forth in Section 7.04 hereof) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement. By the same required vote, whether with respect the Noteholders specified in the prior sentence may waive any such Servicer Default (other than a default in the making of any required deposits or payments from or to the Recovery BondsCollection Account or Reserve Account) for a specified period or permanently. Upon any such waiver of a past default, the Recovery Property, the Fixed Recovery Charges or otherwise, shall, without further action, pass such default shall cease to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instrumentsexist, and any Servicer Default arising therefrom shall be deemed to do or accomplish all other acts or things necessary or appropriate to effect the purposes have been remedied for every purpose of such Termination Notice, whether to complete the transfer of the Recovery Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer . No such waiver shall extend to the successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, any subsequent or shall thereafter be received by it with respect to the Recovery Property other default or the Fixed Recovery Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Recovery Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE as Servicer shall not terminate SCE’ rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder)impair any right consequent thereto.

Servicer Default. If any one or more of the following events ----------------- (each, a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to remit to deposit in the Collection Account on behalf of the Note Issuer any required remittance that shall continue unremedied for a period of five (5) three Business Days after written notice of such failure is received by the Servicer from the Note Issuer or the Indenture Note Trustee or after discovery of such failure by an officer of the Servicer; or (b) any failure on the part of the Servicer or, so long as or the Servicer is SCE or an Affiliate thereof, any failure on the part of SCESeller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or SCE, the Seller (as the case may be, ) set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders Noteholders or Certificateholders and (ii) continue unremedied for a period of sixty (60) 60 days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or SCE, the Seller (as the case may be, ) by the Note Issuer or (with a copy to the Indenture TrusteeB) or to the Servicer or SCE, the Seller (as the case may be, ) by the Indenture Note Trustee or (B) such failure is discovered by an officer the Holders of Notes evidencing not less than 25 percent of the ServicerOutstanding Amount of the Notes of all Series; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders Note Issuer or the Certificateholders and which material adverse effect continues unremedied for a period of sixty (60) 60 days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Note Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the ServicerNote Trustee; or (ed) an Insolvency Event occurs with respect to the Servicer or SCEthe Seller; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Note Trustee, or the Holders of Recovery Bonds Notes evidencing not less than a majority 25 percent of the Outstanding Amount of the Recovery BondsNotes of all Series, by notice then given in writing to the Servicer (and to the Indenture Note Trustee if given by the BondholdersNoteholders) (a “"Termination Notice”") may terminate all the rights and obligations (other than the obligations set forth in Section 6.02 hereof) of the Servicer, subject to compliance with Section 7.02Servicer under this Agreement. In addition, upon a Servicer Default described in Section 7.01(a), each of the following shall be entitled to apply to the CPUC for sequestration and payment of revenues arising with respect to the Recovery Transition Property: (i1) the holders of any Recovery Bonds Certificateholders and any Indenture the Certificate Trustee or representative thereof as beneficiaries beneficiary of any statutory or other Lien lien permitted by the Securitization LawPU Code; (ii2) the Note Issuer or its assignees; or (iii3) pledgees or transferees, including transferees under Section 850.4 844 of the Securitization LawPU Code, of the Recovery Transition Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery BondsNotes, the Recovery Transition Property, the Fixed Recovery FTA Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Note Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Transition Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Note Issuer and the Indenture Note Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Transition Property or the Fixed Recovery FTA Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all All reasonable costs and expenses (including reasonable attorney’s attorneys fees and expenses) incurred in connection with transferring the Recovery Transition Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE as Servicer shall not terminate SCE’ rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to remit to the Collection Account on behalf of the Issuer any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee (with a copy of such notice being provided promptly upon receipt by the Servicer to the Commission) or after discovery of such failure by an officer a Responsible Officer of the Servicer; or; (b) any failure on the part of the Servicer or, so long as the Servicer is SCE Duke Energy Progress or an Affiliate thereof, any failure on the part of SCEDuke Energy Progress, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or SCEDuke Energy Progress, as the case may be, set forth in this Servicing Agreement (other than as provided in clause (aSection 7.01(a) of this or Section 7.017.01(c)) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) 60 days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or SCEDuke Energy Progress, as the case may be, by the Issuer Issuer, the Commission (with a copy to the Indenture Trustee) or to the Servicer or SCEDuke Energy Progress, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer a Responsible Officer of the Servicer; or; (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or; (d) any representation or warranty made by the Servicer in this Servicing Agreement or any other Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) 60 days after the date on which (Ai) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer Issuer, the Commission or the Indenture Trustee (with a copy of such notice being provided promptly upon receipt by the Servicer to the Commission), or (Bii) such failure is discovered by an officer a Responsible Officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or SCEDuke Energy Progress; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture TrusteeTrustee shall, or upon receiving the written instruction of Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Storm Recovery Bonds, or by the Commission, subject to the terms of the Intercreditor Agreement, and providing notice then given in writing to the Servicer (and to the Indenture Trustee Commission if such instructions are given by the BondholdersHolders) (a “Termination Notice”) may ), terminate all the rights and obligations (other than the obligations set forth in Section 6.02 and the obligation under Section 7.02 to continue performing its functions as Servicer until a Successor Servicer is appointed) of the ServicerServicer under this Servicing Agreement and under the Intercreditor Agreement; provided, subject to compliance with Section 7.02however the Indenture Trustee shall not give a Termination Notice upon instruction of the Commission unless the Rating Agency Condition is satisfied. In addition, upon a Servicer Default described in Section 7.01(a), each the Holders and the Indenture Trustee as financing parties under the Storm Recovery Law (or any of the following their representatives) shall be entitled to apply to the CPUC a court of appropriate jurisdiction for an order for sequestration and payment of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Storm Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Servicing Agreement, whether with respect to the Storm Recovery Bonds, the Storm Recovery Property, the Fixed Storm Recovery Charges or otherwise, shall, without further action, pass to and be vested in such successor Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Storm Recovery Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Servicing Agreement, including the transfer to the successor Successor Servicer for administration by it of all Storm Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Storm Recovery Property or the Fixed Storm Recovery Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Storm Recovery Property Records to the successor Successor Servicer. In case a successor Successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s attorneys’ fees and expenses) incurred in connection with transferring the Storm Recovery Property Records to the successor Successor Servicer and amending this Servicing Agreement and the Intercreditor Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE Duke Energy Progress as Servicer shall not terminate SCE’ Duke Energy Progress’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to remit to the Collection Account on behalf of the Issuer any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee (with a copy of such notice being provided promptly upon receipt by the Servicer to the Commission) or after discovery of such failure by an officer a Responsible Officer of the Servicer; or; (b) any failure on the part of the Servicer or, so long as the Servicer is SCE Duke Energy Carolinas or an Affiliate thereof, any failure on the part of SCEDuke Energy Carolinas, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or SCEDuke Energy Carolinas, as the case may be, set forth in this Servicing Agreement (other than as provided in clause (aSection 7.01(a) of this or Section 7.017.01(c)) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) 60 days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or SCEDuke Energy Carolinas, as the case may be, by the Issuer Issuer, the Commission (with a copy to the Indenture Trustee) or to the Servicer or SCEDuke Energy Carolinas, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer a Responsible Officer of the Servicer; or; (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or; (d) any representation or warranty made by the Servicer in this Servicing Agreement or any other Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) 60 days after the date on which (Ai) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee (with a copy of such notice being provided promptly upon receipt by the Servicer to the Commission), or (Bii) such failure is discovered by an officer a Responsible Officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or SCEDuke Energy Carolinas; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture TrusteeTrustee shall, or upon the instruction of (i) Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Storm Recovery BondsBonds or by the Commission, by subject to the terms of the Intercreditor Agreement, (ii) notice then given in writing to the Servicer (and to the Indenture Trustee if given by the BondholdersHolders) (a “Termination Notice”) may ), terminate all the rights and obligations (other than the obligations set forth in Section 6.02 and the obligation under Section 7.02 to continue performing its functions as Servicer until a successor Servicer is appointed) of the ServicerServicer under this Servicing Agreement and under the Intercreditor Agreement; provided, subject to compliance with Section 7.02however the Indenture Trustee shall not give a Termination Notice upon instruction of the Commission unless the Rating Agency Condition is satisfied. In addition, upon a Servicer Default described in Section 7.01(a), each the Holders and the Indenture Trustee as financing parties under the Storm Recovery Law (or any of the following their representatives) shall be entitled to apply to the CPUC Commission or a court of appropriate jurisdiction for an order for sequestration and payment of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Storm Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Servicing Agreement, whether with respect to the Storm Recovery Bonds, the Storm Recovery Property, the Fixed Storm Recovery Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Storm Recovery Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Servicing Agreement, including the transfer to the successor Servicer for administration by it of all Storm Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Storm Recovery Property or the Fixed Storm Recovery Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Storm Recovery Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s attorneys’ fees and expenses) incurred in connection with transferring the Storm Recovery Property Records to the successor Servicer and amending this Servicing Agreement and the Intercreditor Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE Duke Energy Carolinas as Servicer shall not terminate SCE’ Duke Energy Carolinas’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to remit to the Collection Account on behalf of the Issuer any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer a Responsible Officer of the Servicer; or; (b) any failure on the part of the Servicer or, so long as the Servicer is SCE VEPCO or an Affiliate thereof, any failure on the part of SCEVEPCO, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or SCEVEPCO, as the case may be, set forth in this Servicing Agreement (other than as provided in clause (aSection 7.01(a) of this or Section 7.017.01(c)) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) 60 days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or SCEVEPCO, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or SCE, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer a Responsible Officer of the Servicer; or; (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or; (d) any representation or warranty made by the Servicer in this Servicing Agreement or any other Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) 60 days after the date on which (Ai) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee Trustee, or (Bii) such failure is discovered by an officer a Responsible Officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or SCEVEPCO; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture TrusteeTrustee shall, or upon the written instruction of the Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Recovery Deferred Fuel Cost Bonds, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Bondholders) (a “Termination Notice”) may ), terminate all the rights and obligations (other than the obligations set forth in Section 6.02 and the obligation under Section 7.02 to continue performing its functions as Servicer until a successor Servicer is appointed) of the Servicer, subject to compliance with Section 7.02Servicer under this Servicing Agreement. In addition, upon a Servicer Default described in Section 7.01(a), each the Holders and the Indenture Trustee as financing parties under the Deferred Fuel Cost Statute (or any of the following their representatives) shall be entitled to apply to the CPUC Commission or a court of appropriate jurisdiction for an order for sequestration and payment of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery Deferred Fuel Cost Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Servicing Agreement, whether with respect to the Recovery Deferred Fuel Cost Bonds, the Recovery Deferred Fuel Cost Property, the Fixed Recovery Charges Deferred Fuel Cost Charge or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Deferred Fuel Cost Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Servicing Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Deferred Fuel Cost Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Deferred Fuel Cost Property or the Fixed Recovery ChargesDeferred Fuel Cost Charge. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Deferred Fuel Cost Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable fees, costs and expenses (including reasonable attorney’s attorneys’ fees and expensesexpenses and any court costs) incurred in connection with transferring the Recovery Deferred Fuel Cost Property Records to the successor Servicer and amending this Servicing Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid and/or reimbursed by the predecessor Servicer upon presentation of reasonable documentation of such fees, costs and expenses. Termination of SCE VEPCO as Servicer shall not terminate SCE’ VEPCO’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to remit to the Collection Account on behalf of the Issuer any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) any failure on the part of the Servicer or, so long as the Servicer is SCE AEP Texas or an Affiliate thereof, any failure on the part of SCEAEP Texas, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or SCEAEP Texas, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or SCEAEP Texas, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or SCEAEP Texas, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Daysdays; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or SCEAEP Texas; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture TrusteeTrustee may, or shall upon the instruction of the PUCT (acting on behalf of Customers) or of Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Recovery System Restoration Bonds, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the BondholdersHolders) (a “Termination Notice”) may ), terminate all the rights and obligations (other than the obligations set forth in Section 6.02 and the obligation under Section 7.02 to continue performing its functions as Servicer until a successor Servicer is appointed) of the Servicer, Servicer under this Agreement. The appointment of any successor Servicer shall be subject to compliance with Section 7.02the terms and provisions of the Intercreditor Agreement. In addition, upon a Servicer Default described in Section 7.01(a), each the Holders and the Indenture Trustee as financing parties under the Securitization Law (or any of the following their representatives) shall be entitled to (i) apply to the CPUC district court of ▇▇▇▇▇▇ County for sequestration and payment of revenues arising with respect to the Recovery Transition Property: , (iii) foreclose on or otherwise enforce the holders lien and security interests in any Transition Property and (iii) apply to the PUCT for an order that amounts arising from the System Restoration Charges be transferred to a separate account for the benefit of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Secured Parties, in accordance with the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery System Restoration Bonds, the Recovery Transition Property, the Fixed Recovery System Restoration Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Transition Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Transition Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Transition Property or the Fixed Recovery System Restoration Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Transition Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Recovery Transition Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE AEP Texas as Servicer shall not terminate SCEAEP Texas’ rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to remit to the Collection Account on behalf of the Issuer any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) any failure on the part of the Servicer or, so long as the Servicer is SCE Ameren Missouri or an Affiliate thereof, any failure on the part of SCEAmeren Missouri, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or SCEAmeren Missouri, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or SCEAmeren Missouri, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or SCEAmeren Missouri, as the case may be, by the Indenture Trustee (acting at the written direction of the Holders) or (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (Bacting at the written direction of the Holders) after such failure is discovered by an officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or SCEAmeren Missouri; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, or the Holders of Recovery Securitized Utility Tariff Bonds evidencing not less than a majority of the Outstanding Amount of the Recovery Securitized Utility Tariff Bonds, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Bondholders) (a “Termination Notice”) may terminate all the rights and obligations of the Servicer, subject to compliance with Section 7.02. In addition, upon a Servicer Default described in Section 7.01(a), each of the following shall be entitled to apply to the CPUC MoPSC for sequestration and payment of revenues arising with respect to the Recovery Securitized Utility Tariff Property: (i) the holders Holders of any Recovery Securitized Utility Tariff Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 393.1700.5.(1)(c) of the Securitization Law, of the Recovery Securitized Utility Tariff Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Securitized Utility Tariff Bonds, the Recovery Securitized Utility Tariff Property, the Fixed Recovery Securitized Utility Tariff Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Securitized Utility Tariff Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Securitized Utility Tariff Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Securitized Utility Tariff Property or the Fixed Recovery Securitized Utility Tariff Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Securitized Utility Tariff Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Recovery Securitized Utility Tariff Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE Ameren Missouri as Servicer shall not terminate SCE’ Ameren Missouri’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to remit to the Collection Account on behalf of the Issuer any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) any failure on the part of the Servicer or, so long as the Servicer is SCE PG&E or an Affiliate thereof, any failure on the part of SCEPG&E, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or SCEPG&E, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or SCEPG&E, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or SCEPG&E, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or SCEPG&E; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, or the Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Recovery Bonds, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Bondholders) (a “Termination Notice”) may terminate all the rights and obligations of the Servicer, subject to compliance with Section 7.02. In addition, upon a Servicer Default described in Section 7.01(a), each of the following shall be entitled to apply to the CPUC for sequestration and payment of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Wildfire Financing Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Wildfire Financing Law, of the Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Bonds, the Recovery Property, the Fixed Recovery Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Property or the Fixed Recovery Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Recovery Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE PG&E as Servicer shall not terminate SCE’ PG&E’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to remit to the Collection Account on behalf of the Issuer any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) any failure on the part of the Servicer or, so long as the Servicer is SCE OPCo or an Affiliate thereof, any failure on the part of SCEOPCo, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or SCEOPCo, as the case may be, set forth in this Agreement (other than as provided in clause (a) or (c) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or SCEOPCo, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or SCEOPCo, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Daysdays; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or SCEOPCo; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee may (if it is actually known by a Responsible Officer of the Indenture Trustee), or shall upon the instruction of the Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Phase-In-Recovery Bonds, subject to the terms of any Intercreditor Agreement, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the BondholdersHolders) (a “Termination Notice”) may ), terminate all the rights and obligations (other than the obligations set forth in Section 6.02 and the obligation under Section 7.02 to continue performing its functions as Servicer until a successor Servicer is appointed) of the Servicer, subject to compliance with Section 7.02Servicer under this Agreement and under any Intercreditor Agreement. In addition, upon a Servicer Default described in Section 7.01(a), each the Holders and the Indenture Trustee as financing parties under the Securitization Law (or any of the following their representatives) shall be entitled to (i) apply to the CPUC Commission for sequestration and payment of revenues arising with respect to the Phase-In-Recovery Property: , (iii) foreclose on or otherwise enforce the holders lien and security interests in any Phase-In-Recovery Property and (iii) apply to the Commission for an order that amounts arising from the Phase-In-Recovery Charges be transferred to a separate account for the benefit of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Secured Parties, in accordance with the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Phase-In-Recovery Bonds, the Phase-In-Recovery Property, the Fixed Phase-In-Recovery Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Phase-In-Recovery Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Phase-In-Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Phase-In-Recovery Property or the Fixed Phase-In-Recovery Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Phase-In-Recovery Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Phase-In-Recovery Property Records to the successor Servicer and amending this Agreement and any Intercreditor Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE OPCo as Servicer shall not terminate SCE’ OPCo’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to remit to the Collection Account Account, on behalf of the Issuer Issuer, any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer a Responsible Officer of the Servicer; or; (b) any failure on the part of the Servicer or, so long as the Servicer is SCE CEHE or an Affiliate thereof, any failure on the part of SCECEHE, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or SCECEHE, as the case may be, set forth in this Agreement (other than as provided in clause (aSection 7.01(a) of this or Section 7.017.01(c)) or any other Basic Document to which it is a party, which failure shall shall: (i) materially and adversely affect the rights of the Holders and Holders, and (ii) continue unremedied for a period of sixty (60) 60 days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or SCECEHE, as the case may be, by the Issuer (with a copy to the Indenture Trustee) Issuer, or to the Servicer or SCECEHE, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer a Responsible Officer of the Servicer; or; (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Servicer Business Days; or; (d) any representation or warranty made by the Servicer in this Agreement or any other Basic Document shall prove proves to have been incorrect in a material respect when made, which has a material adverse effect on the Holders Holders, and which material adverse effect continues unremedied for a period of sixty (60) 60 days after the date on which (Ai) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee Trustee, or (Bii) such failure is discovered by an officer a Responsible Officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or SCEServicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture TrusteeTrustee shall, or upon the written instruction of (i) Holders of Recovery Bonds evidencing not less than at least a majority of the Outstanding Amount of the Recovery BondsBonds or (ii) the Texas Commission, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the BondholdersHolders) (a “Termination Notice”) may ), terminate all the rights and obligations (other than the obligations set forth in Section 6.02 and the obligation under Section 7.02 to continue performing its functions as Servicer until a successor Servicer is appointed) of the ServicerServicer under this Agreement; provided, however, that (i) the Trustee’s obligation to give a Termination Notice upon instruction of the Texas Commission is subject to compliance and dependent upon satisfaction of the Rating Agency Condition in connection therewith, and (ii) the Trustee shall comply with Section 7.02the applicable provisions of the Intercreditor Agreement. In addition, upon a Servicer Default described in Section 7.01(a), each of the following Issuer and the Trustee shall be entitled to (x) apply to the CPUC a state district court located in Travis County, Texas, for sequestration and payment to the Trustee of revenues arising with respect to the Recovery System Restoration Property: , (iy) foreclose on or otherwise enforce the holders Lien on and security interests in the System Restoration Property and (z) apply to the Texas Commission for an order that amounts arising from the System Restoration Charges be transferred to a separate account for the benefit of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Holders, in accordance with the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery PropertyAct. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Bonds, the Recovery System Restoration Property, SRC Collections, the Fixed Recovery System Restoration Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.027.04 and pursuant to the applicable provisions of the Intercreditor Agreement; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery System Restoration Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement and the Intercreditor Agreement, including the transfer to the successor Servicer for administration by it of all Recovery System Restoration Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Property System Restoration Property, SRC Collections or the Fixed Recovery System Restoration Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery System Restoration Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s attorneys’ fees and expenses) incurred in connection with transferring the Recovery System Restoration Property Records to the successor Servicer and amending this Agreement or the Intercreditor Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE CEHE as Servicer shall not terminate SCE’ CEHE’s rights or obligations under the Sale Agreement or the Intercreditor Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to remit to the Collection Account on behalf of the Issuer any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) any failure on the part of the Servicer or, so long as the Servicer is SCE Liberty or an Affiliate thereof, any failure on the part of SCELiberty, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or SCELiberty, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or SCELiberty, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or SCELiberty, as the case may be, by the Indenture Trustee (acting at the written direction of the Holders) or (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee (acting at the written direction of the Holders) or (B) such failure is discovered by an officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or SCELiberty; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, or the Holders of Recovery Securitized Utility Tariff Bonds evidencing not less than a majority of the Outstanding Amount of the Recovery Securitized Utility Tariff Bonds, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Bondholders) (a “Termination Notice”) may terminate all the rights and obligations of the Servicer, subject to compliance with Section 7.02. In addition, upon a Servicer Default described in Section 7.01(a), each of the following shall be entitled to apply to the CPUC MPSC for sequestration and payment of revenues arising with respect to the Recovery Securitized Utility Tariff Property: (i) the holders Holders of any Recovery Securitized Utility Tariff Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 393.1700.5.(1)(c) of the Securitization Law, of the Recovery Securitized Utility Tariff Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Securitized Utility Tariff Bonds, the Recovery Securitized Utility Tariff Property, the Fixed Recovery Securitized Utility Tariff Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Securitized Utility Tariff Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Securitized Utility Tariff Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Securitized Utility Tariff Property or the Fixed Recovery Securitized Utility Tariff Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Securitized Utility Tariff Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Recovery Securitized Utility Tariff Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE Liberty as Servicer shall not terminate SCE’ Liberty’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to remit to the Collection Account on behalf of the Issuer any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) any failure on the part of the Servicer or, so long as the Servicer is SCE RG&E or an Affiliate thereof, any failure on the part of SCERG&E, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or SCERG&E, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or SCERG&E, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or SCERG&E, as the case may be, by the Indenture Trustee (acting at the written direction of the Holders) or (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (Bacting at the written direction of the Holders) after such failure is discovered by an officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or SCERG&E; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, or the Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Recovery Bonds, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Bondholders) (a “Termination Notice”) may terminate all the rights and obligations of the Servicer, subject to compliance with Section 7.02. In addition, upon a Servicer Default described in Section 7.01(a), each of the following shall be entitled to apply to the CPUC NYPSC for sequestration and payment of revenues arising with respect to the Recovery Property: (i) the holders Holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization LawAct; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 4.3 of the Securitization LawAct, of the Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Bonds, the Recovery Property, the Fixed Recovery Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Property or the Fixed Recovery Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Recovery Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE RG&E as Servicer shall not terminate SCE’ RG&E’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

Servicer Default. If any one or more of the following events (each, a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to remit to the Collection Account applicable Trustee, on behalf of the Issuer Issuer, any funds actually collected as part of the Storm-Recovery Property and required remittance to be remitted pursuant to Section 4.03 with respect to any Series of Storm-Recovery Bonds that shall continue continues unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer and the Commission from the Issuer or the Indenture applicable Trustee; or (b) any failure by the Servicer duly to observe or perform in any material respect any other covenant or agreement of the Servicer set forth in this Agreement, which failure: (i) materially and adversely affects the Storm-Recovery Property or the rights of the Bondholders, and (ii) continues unremedied for a period of 60 days after written notice of such failure has been given to the Servicer by the Issuer, the Commission or by the applicable Trustee or after discovery of such failure by an officer of the Servicer; or (b) any failure on the part of the Servicer or, so long as the Servicer is SCE or an Affiliate thereof, any failure on the part of SCE, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or SCE, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or SCE, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or SCE, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove proves to have been incorrect in a material respect when made, which has a material adverse effect on the Holders Issuer or the Bondholders and which material adverse effect continues unremedied for a period of sixty (60) 60 days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have thereof has been delivered given to the Servicer (with a copy to the Indenture Trustee) by the Issuer Issuer, the Commission or the Indenture applicable Trustee or (B) after discovery of such failure is discovered by an officer of the Servicer, as the case may be; or (ed) an Insolvency Event occurs with respect to the Servicer or SCEServicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture TrusteeTrustee shall, or at the direction of the Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Storm-Recovery BondsBonds of any Series or by the Commission, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Bondholders) (a “"Termination Notice”) may "), terminate all the rights and obligations (other than the indemnification obligations set forth in Section 6.02 and the obligation under Section 7.04 to continue performing its functions as Servicer until a Successor Servicer is appointed) of the Servicer, subject to compliance with Section 7.02Servicer under this Agreement. In addition, upon a Servicer Default described in Section 7.01(a)Default, each of the following Issuer and the applicable Trustee shall be entitled to apply to the CPUC Commission or any court of competent jurisdiction for sequestration and payment to the applicable Trustee of revenues arising with respect to the applicable Storm-Recovery Property: (i) the holders of any Recovery Bonds and any Indenture . The Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 shall not give a Termination Notice upon instruction of the Securitization Law, of Commission unless the Recovery PropertyRating Agency Condition is satisfied. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Bonds, the Storm-Recovery Property, the Fixed related Storm-Recovery Charges or otherwise, shall, upon appointment of a Successor Servicer pursuant to Section 7.04, without further action, pass to and be vested in such successor Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture each Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Storm-Recovery Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Successor Servicer, each Trustee and the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Storm-Recovery Property or the Fixed related Storm-Recovery Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Storm-Recovery Property Records to the successor Successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all All reasonable costs and expenses (including reasonable attorney’s attorneys fees and expenses) incurred in connection with transferring the Storm-Recovery Property Records to the successor Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE FPL as Servicer shall not terminate SCE’ FPL's rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder)or any other Basic Document to which FPL is a party.

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a1) any failure by the Servicer (i) to remit deliver to the Indenture Trustee or the Indenture Administrator, as the case may be, for deposit in the Trust Accounts any payment required by the Basic Documents to which the Servicer is a signatory or (ii) in the event that daily deposits into the Collection Account on behalf are not required, to deliver to the Administrator any payment required by the Basic Documents, which failure in case of the Issuer any required remittance that shall continue either clause (i) or (ii) continues unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer Owner Trustee, the Indenture Trustee, the Indenture Administrator or the Indenture Trustee Administrator or five Business Days after discovery of such failure by an officer of the Servicer; or (b2) any failure on the part of by the Servicer or, so long as the Servicer is SCE or an Affiliate thereof, any failure on the part of SCE, as the case may be, duly to observe or to perform in any material respect any covenants other term, covenant or agreements agreement of the Servicer or SCE, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it the Servicer is a partysignatory, which failure shall (i) materially and adversely affect the rights of the Holders Indenture Trustee, on behalf of the Noteholders, or the Noteholders and (ii) continue continues unremedied for a period of sixty (60) 60 days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or SCE, as the case may be, by the Issuer Indenture Trustee, the Indenture Administrator, the Eligible Lender Trustee or the Administrator or (with a copy B) to the Servicer, and to the Indenture Trustee) , the Indenture Administrator and the Eligible Lender Trustee by the Noteholders representing at least a majority of the Outstanding Amount of the Notes; provided, however, that any breach of Sections 3.1, 3.2, 3.3 or to 3.4 shall not be deemed a Servicer Default so long as the Servicer or SCE, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicerin compliance with its obligations under Section 3.5; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (e3) an Insolvency Event occurs with respect to the Servicer; or (4) any failure by the Servicer to comply with any requirements under the Higher Education Act resulting in a loss of its eligibility as a third-party servicer; or (5) any failure by the Servicer, any Subservicer or SCEany Subcontractor to deliver any information, report, certification or accountants' letter when and as required under Article VII (including, without limitation, any failure by the Servicer to identify any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB), which continues unremedied for fifteen (15) calendar days after the date on which such information, report, certification or accountants' letter was required to be delivered; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture TrusteeTrustee or the Indenture Administrator, or the Holders Noteholders of Recovery Bonds Notes evidencing not less than a majority of the Outstanding Amount of the Recovery BondsNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee, the Indenture Administrator and the Owner Trustee if given by the Bondholders) (a “Termination Notice”Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 3.5 and Section 4.2) of the Servicer under this Agreement. As of the effective date of termination of the Servicer, subject to compliance with Section 7.02. In addition, upon a Servicer Default described in Section 7.01(a), each of the following shall be entitled to apply to the CPUC for sequestration and payment of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Bonds, Notes or the Recovery Property, the Fixed Recovery Charges Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Administrator or such successor Servicer servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Property Records and related documents, or otherwise5.2. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer servicer and the Indenture Trustee Administrator in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittancedeposit, or shall thereafter be received by it with respect to the Recovery Property or the Fixed Recovery Chargesa Trust Student Loan. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all All reasonable costs and expenses, including, without limitation, any costs or expenses (including reasonable attorney’s associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Trust Student Loans properly and effectively, costs reasonably allocable to specific employees and overhead, legal fees and expenses) , accounting and financial consulting fees and expenses, costs or expenses associated with the transfer of all servicing files and costs of amending the Agreement, if necessary, incurred in connection with transferring the Recovery Property Records Trust Student Loan Files to the successor Servicer servicer and amending this Agreement and any other Basic Documents to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer (other than the Indenture Administrator acting as the Servicer under this Section 5.1) upon presentation of reasonable documentation of such costs and expenses. Termination If the predecessor Servicer (other than the Indenture Administrator) does not pay such reimbursement within thirty (30) days of SCE as its receipt of an invoice therefor, such reimbursement shall be an expense of the Issuer and the successor servicer shall be entitled to receive such reimbursement from amounts on deposit in the Collection Account. Upon receipt of notice of the occurrence of a Servicer Default, the Issuer shall promptly give notice thereof to the Indenture Trustee, the Indenture Administrator and the Rating Agencies. Notwithstanding the foregoing, the Servicer shall not terminate SCE’ rights or be deemed to have breached its obligations to service the Trust Student Loans, nor will a Servicer Default be deemed to have occurred under the Sale Agreement (except rights thereunder deriving from its rights as this Section 5.1, if the Servicer hereunderis rendered unable to perform such obligations, in whole or in part, by a force outside the control of the parties hereto (including, without limitation, acts of God, acts of war or terrorism, fires, earthquakes, hurricanes, floods and other material natural or man made disasters); provided, that the Servicer shall be required to diligently undertake all actions necessary to resume the performance of its duties hereunder as soon as practicable following the termination of such business interruption or, if necessary and appropriate in its reasonable judgment to enable the proper servicing of the Trust Student Loans, to transfer servicing, either temporarily or permanently, to another servicer.

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur occurs and be is continuing: (a) any failure by the Servicer to remit to the Collection Account Account, on behalf of the Issuer Issuer, any required remittance by the date that shall continue such remittance must be made that continues unremedied for a period of five (5) Servicer Business Days after the date on which written notice of such failure is received by thereof shall have been given to the Servicer from and the LPSC by the Issuer or the Indenture Trustee or after discovery of such failure by an officer a Responsible Officer of the Servicer; or; (b) any failure on the part of by the Servicer or, so long as the Servicer is SCE or an Affiliate thereof, any failure on the part of SCE, as the case may be, to duly to observe or to perform in any material respect any covenants other covenant or agreements agreement of the Servicer or SCE, as the case may be, set forth in this Agreement (other than as provided in clause Section 7.01(a) or (a) of this Section 7.01c)) or any other Basic Document to which it is a partyparty in such capacity, which failure shall failure (i) materially and adversely affect affects the Storm Recovery Property or the timely collection of the Storm Recovery Charges or the rights of the Holders and Storm Recovery Bondholders, and (ii) continue continues unremedied for a period of sixty (60) 60 days after the date on which (A) written notice of such failure, requiring the same to be remedied, thereof shall have been given to the Servicer or SCE, as the case may be, by the Issuer Indenture Trustee (acting at the written direction of the Majority Holders), the LPSC (with a copy to the Indenture Trustee) or to the Issuer or after discovery of such failure by a Servicer or SCEResponsible Officer, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or; (c) any failure in any material respect by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Servicer Business Days; or; (d) any representation or warranty made by the Servicer in this Agreement or any other Basic Document shall prove proves to have been incorrect in a any material respect when made, which has a material adverse effect on the Holders Issuer or the Storm Recovery Bondholders, and which material adverse effect continues unremedied for a period of sixty (60) 60 days after the date on which (A) written notice thereof, requiring the same to be remedied, thereof shall have been delivered given to the Servicer by the Issuer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee (acting at the written direction of the Majority Holders) or (B) after discovery of such failure is discovered by an officer of a Servicer Responsible Officer, as the Servicercase may be; or (e) an Insolvency Event occurs with respect to the Servicer or SCEServicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, or Trustee shall upon the Holders of Recovery Bonds evidencing not less than a majority written instruction of the Outstanding Amount Majority Holders and with the Issuer’s prior written consent (which shall not be unreasonably withheld), terminate all the rights and obligations (other than the indemnification obligations set forth in Section 6.02 hereof and the obligation under Section 7.04 to continue performing its functions as Servicer until a Successor Servicer is appointed) of the Recovery Bonds, Servicer under this Agreement by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Bondholders) (a “Termination Notice”) may terminate all ). The appointment of any Successor Servicer shall be subject to the rights terms and obligations provisions of the Servicer, subject to compliance with Section 7.02Intercreditor Agreement. In addition, upon a Servicer Default described in Section 7.01(a)Default, each the Storm Recovery Bondholders and the Indenture Trustee (acting at the written direction of the following Majority Holders) shall be entitled to (i) apply to the CPUC 19th Judicial District Court for the Parish of East Baton Rouge, Louisiana, for sequestration and payment to the Indenture Trustee of revenues arising with respect to the Storm Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; , (ii) foreclose on or otherwise enforce the Issuer or its assignees; or Lien on and security interests in the Storm Recovery Property and (iii) pledgees or transferees, including transferees under Section 850.4 apply to the LPSC for an order that amounts arising from the Storm Recovery Charges be transferred to a separate account for the benefit of the Storm Recovery Bondholders, in accordance with the Securitization Law, of the Recovery PropertyAct. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Bonds, the Storm Recovery Property, the Fixed related Storm Recovery Charges or otherwise, shall, upon appointment of a Successor Servicer pursuant to Section 7.04, without further action, pass to and be vested in such successor Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Storm Recovery Property Records Documentation and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Successor Servicer, the Issuer Indenture Trustee and the Indenture Trustee Issuer in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Successor Servicer for administration by it of all Storm Recovery Property Records Documentation and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Storm Recovery Property or the Fixed related Storm Recovery Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Storm Recovery Property Records Documentation to the successor Successor Servicer. In case If a successor Successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s attorneys’ fees and expenses) incurred in connection with transferring the Storm Recovery Property Records Documentation to the successor Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Otherwise, all costs and expenses (including attorneys’ fees and expenses) incurred in connection with transferring the Storm Recovery Property Documentation to the Successor Servicer and amending this Agreement to reflect the succession as Servicer other than pursuant to this Section shall be paid by the party incurring such costs and expenses. Termination of SCE SWEPCO’s rights as a Servicer shall not terminate SCE’ SWEPCO’s rights or obligations in its individual capacity under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to remit to the Collection Account on behalf of the Issuer any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee (with a copy of such notice being provided promptly upon receipt by the Servicer to the Commission) or after discovery of such failure by an officer a Responsible Officer of the Servicer; or; (b) any failure on the part of the Servicer or, so long as the Servicer is SCE Duke Energy Progress or an Affiliate thereof, any failure on the part of SCEDuke Energy Progress, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or SCEDuke Energy Progress, as the case may be, set forth in this Servicing Agreement (other than as provided in clause (aSection 7.01(a) of this or Section 7.017.01(c)) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) 60 days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or SCEDuke Energy Progress, as the case may be, by the Issuer Issuer, the Commission (with a copy to the Indenture Trustee) or to the Servicer or SCEDuke Energy Progress, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer a Responsible Officer of the Servicer; or; (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or; (d) any representation or warranty made by the Servicer in this Servicing Agreement or any other Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) 60 days after the date on which (Ai) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee (with a copy of such notice being provided promptly upon receipt by the Servicer to the Commission), or (Bii) such failure is discovered by an officer a Responsible Officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or SCEDuke Energy Progress; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture TrusteeTrustee shall, or upon the instruction of (i) Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Storm Recovery BondsBonds or by the Commission, by subject to the terms of the Intercreditor Agreement, (ii) notice then given in writing to the Servicer (and to the Indenture Trustee if given by the BondholdersHolders) (a “Termination Notice”) may ), terminate all the rights and obligations (other than the obligations set forth in Section 6.02 and the obligation under Section 7.02 to continue performing its functions as Servicer until a successor Servicer is appointed) of the ServicerServicer under this Servicing Agreement and under the Intercreditor Agreement; provided, subject to compliance with Section 7.02however the Indenture Trustee shall not give a Termination Notice upon instruction of the Commission unless the Rating Agency Condition is satisfied. In addition, upon a Servicer Default described in Section 7.01(a), each the Holders and the Indenture Trustee as financing parties under the Storm Recovery Law (or any of the following their representatives) shall be entitled to apply to the CPUC Commission or a court of appropriate jurisdiction for an order for sequestration and payment of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Storm Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Servicing Agreement, whether with respect to the Storm Recovery Bonds, the Storm Recovery Property, the Fixed Storm Recovery Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Storm Recovery Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Servicing Agreement, including the transfer to the successor Servicer for administration by it of all Storm Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Storm Recovery Property or the Fixed Storm Recovery Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Storm Recovery Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s attorneys’ fees and expenses) incurred in connection with transferring the Storm Recovery Property Records to the successor Servicer and amending this Servicing Agreement and the Intercreditor Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE Duke Energy Progress as Servicer shall not terminate SCE’ Duke Energy Progress’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to remit to the Collection Account on behalf of the Issuer any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer and the Commission from the Issuer or the Indenture Trustee or after discovery of such failure by an officer a Responsible Officer of the Servicer; or; (b) any failure on the part of the Servicer or, so long as the Servicer is SCE Duke Energy Florida or an Affiliate thereof, any failure on the part of SCEDuke Energy Florida, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or SCEDuke Energy Florida, as the case may be, set forth in this Servicing Agreement (other than as provided in clause (aSection 7.01(a) of this or Section 7.017.01(c)) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) 60 days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or SCEDuke Energy Florida, as the case may be, by the Issuer Issuer, the Commission (with a copy to the Indenture Trustee) or to the Servicer or SCEDuke Energy Florida, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer a Responsible Officer of the Servicer; or; (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or; (d) any representation or warranty made by the Servicer in this Servicing Agreement or any other Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) 60 days after the date on which (Ai) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer Issuer, the Commission or the Indenture Trustee or (Bii) such failure is discovered by an officer a Responsible Officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or SCEDuke Energy Florida; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture TrusteeTrustee shall, or upon the instruction of Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Recovery BondsSeries A Bonds or by the Commission, subject to the terms of the Intercreditor Agreement, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the BondholdersHolders) (a “Termination Notice”) may ), terminate all the rights and obligations (other than the obligations set forth in Section 6.02 and the obligation under Section 7.02 to continue performing its functions as Servicer until a successor Servicer is appointed) of the ServicerServicer under this Servicing Agreement and under the Intercreditor Agreement; provided, subject to compliance with Section 7.02however the Indenture Trustee shall not give a Termination Notice upon instruction of the Commission unless the Rating Agency Condition is satisfied. In addition, upon a Servicer Default described in Section 7.01(a), each the Holders and the Indenture Trustee as financing parties under the Nuclear Asset-Recovery Law (or any of the following their representatives) shall be entitled to apply to the CPUC Commission or a court of appropriate jurisdiction for an order for sequestration and payment of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery Series Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Servicing Agreement, whether with respect to the Recovery Series A Bonds, the Recovery Series Property, the Fixed Recovery Series Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Nuclear Asset-Recovery Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Servicing Agreement, including the transfer to the successor Servicer for administration by it of all Nuclear Asset-Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Series Property or the Fixed Recovery Series Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Nuclear Asset-Recovery Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s attorneys’ fees and expenses) incurred in connection with transferring the Nuclear Asset-Recovery Property Records to the successor Servicer and amending this Servicing Agreement and the Intercreditor Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE Duke Energy Florida as Servicer shall not terminate SCE’ Duke Energy Florida’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to remit to the Collection Account on behalf of the Issuer any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) any failure on the part of the Servicer or, so long as the Servicer is SCE APCo or an Affiliate thereof, any failure on the part of SCEAPCo, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or SCEAPCo, as the case may be, set forth in this Agreement (other than as provided in clause (a) or (c) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or SCEAPCo, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or SCEAPCo, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Daysdays; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or SCEAPCo; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee may (if it is actually known by a Responsible Officer of the Indenture Trustee), or shall upon the instruction of Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Recovery Consumer Rate Relief Bonds, subject to the terms of any Intercreditor Agreement, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the BondholdersHolders) (a “Termination Notice”) may ), terminate all the rights and obligations (other than the obligations set forth in Section 6.02 and the obligation under Section 7.02 to continue performing its functions as Servicer until a successor Servicer is appointed) of the Servicer, subject to compliance with Section 7.02Servicer under this Agreement and under any Intercreditor Agreement. In addition, upon a Servicer Default described in Section 7.01(a), each the Holders and the Indenture Trustee as financing parties under the Securitization Law (or any of the following their representatives) shall be entitled to (i) apply to the CPUC Commission for sequestration and payment of revenues arising with respect to the Recovery CRR Property: , (iii) foreclose on or otherwise enforce the holders lien and security interests in any CRR Property and (iii) apply to the Commission for an order that amounts arising from the CRR Charges be transferred to a separate account for the benefit of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Secured Parties, in accordance with the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Consumer Rate Relief Bonds, the Recovery CRR Property, the Fixed Recovery CRR Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery CRR Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Recovery CRR Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery CRR Property or the Fixed Recovery CRR Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery CRR Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Recovery CRR Property Records to the successor Servicer and amending this Agreement and any Intercreditor Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE APCo as Servicer shall not terminate SCE’ APCo’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to remit to the Collection Account on behalf of the Issuer any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) any failure on the part of the Servicer or, so long as the Servicer is SCE ETI or an Affiliate affiliate thereof, any failure on the part of SCEETI, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or SCEETI, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or SCEETI, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or SCEETI, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Daysdays; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or SCEETI; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, Trustee shall upon the instruction of the PUCT (acting on behalf of Customers) or the of Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Recovery System Restoration Bonds, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the BondholdersHolders) (a “Termination Notice”) may ), terminate all the rights and obligations (other than the obligations set forth in Section 6.02 and the obligation under Section 7.02 to continue performing its functions as Servicer until a successor Servicer is appointed) of the Servicer, subject to compliance with Section 7.02Servicer under this Agreement. In addition, upon a Servicer Default described in Section 7.01(a), each the Holders and the Indenture Trustee as financing parties under the Financing Act (or any of the following their representatives) shall be entitled to (i) apply to the CPUC district court of ▇▇▇▇▇▇ County, Texas for sequestration and payment of revenues arising with respect to the Recovery Transition Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; , (ii) foreclose on or otherwise enforce the Issuer or its assignees; or lien and security interests in the Transition Property and (iii) pledgees or transferees, including transferees under Section 850.4 apply to the PUCT for an order that amounts arising from the System Restoration Charges be transferred to a separate account for the benefit of the Securitization LawSecured Parties, of in accordance with the Recovery PropertyFinancing Act. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery System Restoration Bonds, the Recovery Transition Property, the Fixed Recovery System Restoration Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Transition Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Transition Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Transition Property or the Fixed Recovery System Restoration Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Transition Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Recovery Transition Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE ETI as Servicer shall not terminate SCE’ ETI’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

Servicer Default. If any one or more Any of the following events will constitute a default of the Servicer (each, a “Servicer Default”) shall occur and be continuing: as that term is used herein: (ai) any the failure by in a material respect of the Servicer to remit to the Collection Account on behalf comply with or perform any provision of the Issuer any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) any failure on the part of the Servicer or, so long as the Servicer is SCE or an Affiliate thereof, any failure on the part of SCE, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or SCE, as the case may be, set forth in this Agreement or any other Related Document (other than as provided in clause any Related Document relating solely to a Segregated Series of Notes), and such default continues for more than thirty (a) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (6030) days after the earlier of the date on which (A) written notice of such failure, requiring is delivered by the same to be remedied, shall have been given Lessor or the Trustee to the Servicer or SCE, as the case may be, by the Issuer Servicer has actual knowledge thereof; (ii) an Event of Bankruptcy occurs with a copy respect to the Indenture TrusteeServicer; (iii) the failure of the Servicer to make any payment when due from it hereunder or under any of the other Related Documents (other than any Related Document relating solely to a Segregated Series of Notes) or to deposit any Collections received by it into a Collateral Account when required under the Servicer or SCERelated Documents and, as the case may bein each case, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) 5 Business Days; or or (div) if any representation or warranty made by the Servicer in this Agreement any Related Document (other than any Related Document relating solely to a Segregated Series of Notes) is inaccurate or incorrect or is breached or is false or misleading in any material respect as of the date of the making thereof or any Basic schedule, certificate, financial statement, report, notice, or other writing furnished by or on behalf of the Servicer to the Lessor or the Trustee pursuant to any Related Document (other than any Related Document relating solely to a Segregated Series of Notes) is false or misleading in any material respect on the date as of which the facts therein set forth are stated or certified, and the circumstance or condition in respect of which such representation, warranty or writing was inaccurate, incorrect, breached, false or misleading in any material respect, as the case may be, shall prove to not have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied eliminated or otherwise cured for a period of sixty thirty (6030) days after the earlier of (x) the date on which (A) of the receipt of written notice thereof, requiring thereof from the same to be remedied, shall have been delivered Lessor or the Trustee to the Servicer and (with a copy to y) the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (e) an Insolvency Event occurs with respect to date the Servicer learns of such circumstance or SCE; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, or the Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Recovery Bonds, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Bondholders) (a “Termination Notice”) may terminate all the rights and obligations of the Servicer, subject to compliance with Section 7.02condition. In addition, upon a Servicer Default described in Section 7.01(a), each of the following shall be entitled to apply to the CPUC for sequestration and payment of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Bonds, the Recovery Property, the Fixed Recovery Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Property or the Fixed Recovery Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Property Records to the successor Servicer. In case a successor Servicer is appointed as a result event of a Servicer Default, all reasonable costs and expenses the Lessor shall (including reasonable attorney’s fees and expensesi) incurred in connection with transferring notify the Recovery Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation Trustee of such costs and expenses. Termination Servicer Default in accordance with Section 8.8 of SCE as Servicer shall not the Base Indenture, (ii) request the direction of the Trustee to terminate SCE’ rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder)in accordance with Section 8.7(c) of the Base Indenture and (iii) request the consent of the Trustee to replace the Servicer in accordance with Section 8.7(c) of the Base Indenture and Section 3.6 of the Collateral Agency Agreement.

Servicer Default. If The occurrence of any one or more of the following events shall constitute a Servicer default (each, a “Servicer Default”) shall occur and be continuing:): (a) any failure by the Servicer (or, for so long as Conn Appliances is the Servicer, Conn Appliances) to remit make any payment, transfer or deposit under this Agreement or any other Servicer Transaction Document or to provide the Monthly Servicer Report to the Collection Account Indenture Trustee to make such payment, transfer or deposit or any withdrawal on behalf of or before the Issuer any required remittance that shall continue unremedied for a period of date occurring five (5) Business Days after written the date such payment, transfer or deposit is required to be made or given, as the case may be, under the terms of this Agreement or any other Servicer Transaction Document (or in the case of a payment, transfer, deposit, instruction or notice of such failure is received to be made or given with respect to any Interest Period, by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; orrelated Payment Date); (b) any representation, warranty or statement made by the Servicer in any Servicer Transaction Document or any certificate, report or other writing delivered by the Servicer proves to be incorrect in any material respect as of the time when made; provided, if inaccuracy is contained in a Monthly Servicer Report, such inaccuracy shall be a Servicer Default solely if such inaccuracy continues unremedied for a period of two (2) Business Days after the date on which the Servicer has actual knowledge thereof or on which written notice thereof, requiring the same to be remedied, shall have been given to the Servicer; (c) failure on the part of the Servicer (or, for so long as the Servicer is SCE or an Affiliate thereofConn Appliances, any failure on the part of SCE, as the case may be, Conn Appliances) to duly to observe or to perform in any material respect any representation, warranty, covenants or agreements (other than those that are Servicer Defaults pursuant to another clause of this Section 2.06) of the Servicer or SCE, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a partyServicer Transaction Document, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue continues unremedied for a period of sixty thirty (6030) days after the date on which (A) the Servicer has actual knowledge thereof or on which written notice of such failurethereof, requiring the same to be remedied, shall have been given to the Servicer or SCE, as the case may be, by the Issuer (with a copy to the Indenture Trustee, the Issuer, the Receivables Trust, or the Receivables Trust Trustee and such representation, warranty or statement has an Adverse Effect; (d) or to the Servicer shall become the subject of any bankruptcy, insolvency or SCEsimilar event, or shall voluntarily suspend payment of its obligations; (e) for so long as Conn Appliances is the case may beServicer, the failure of Consolidated Parent to maintain Consolidated Net Worth of at least the sum of $400,000,000; (f) for so long as Conn Appliances is the Servicer, a breach by the Indenture Trustee Consolidated Parent of any ABL Financial Covenant; (g) at any time that Conn Appliances is Servicer, a final judgment or judgments for the payment of money in excess of $10,000,000 (B) such failure is discovered net of insurance coverage that has denied by an officer insurer of the Servicer, if any exists) in the aggregate shall have been rendered against the Issuer or Conn Appliances and the same shall have remained unsatisfied and in effect, without stay of execution, for a period of thirty (30) consecutive days after the period for appellate review shall have elapsed; (h) the Sponsor or the Servicer’s corporate rating falls below B3/B-; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (ei) an Insolvency Event occurs with respect to the Servicer or SCE; then, and in each and every case, so long as the Servicer of Default shall not have been remedied, either the Indenture Trustee, or the Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Recovery Bonds, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Bondholders) (a “Termination Notice”) may terminate all the rights and obligations of the Servicer, subject to compliance with Section 7.02. In addition, upon a Servicer Default described in Section 7.01(a), each of the following shall be entitled to apply to the CPUC for sequestration and payment of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Bonds, the Recovery Property, the Fixed Recovery Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Property or the Fixed Recovery Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Recovery Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE as Servicer shall not terminate SCE’ rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder)occurs.

Servicer Default. If any one or more of the following events (each, a “"Servicer Default”") shall occur occurs and be is continuing: (a) any failure by the Servicer to remit to the Collection Account Trustee, on behalf of the Issuer Issuer, any required remittance that shall continue continues unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee; or (b) any failure by the Servicer duly to observe or perform in any material respect any other covenant or agreement of the Servicer set forth in this Agreement, which failure: (i) materially and adversely affects the Transferred Securitization Property or the rights of the Securitization Bondholders, and (ii) continues unremedied for a period of 60 days after written notice of such failure has been given to the Servicer by the Issuer or by the Trustee or after discovery of such failure by an officer of the Servicer; or (b) any failure on the part of the Servicer or, so long as the Servicer is SCE or an Affiliate thereof, any failure on the part of SCE, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or SCE, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or SCE, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or SCE, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove proves to have been incorrect in a material respect when made, which has a material adverse effect on the Holders Issuer or the Securitization Bondholders and which material adverse effect continues unremedied for a period of sixty (60) 60 days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have thereof has been delivered given to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) after discovery of such failure is discovered by an officer of the Servicer, as the case may be; or (ed) an Insolvency Event occurs with respect to the Servicer or SCEServicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, or with the consent of the Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount outstanding principal amount of the Recovery BondsSecuritization Bonds of all Series, but subject to the provisions of the Intercreditor Agreement, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Bondholders) (a “"Termination Notice”") may terminate all the rights and obligations (other than the indemnification obligations set forth in Section 5.02 hereof and the obligation under Section 6.04 to continue performing its functions as Servicer until a successor Servicer is appointed) of the Servicer, subject to compliance with Section 7.02Servicer under this Agreement. In addition, upon a Servicer Default described specified in Section 7.01(a)6.01(a) above, each of the following Issuer and the Trustee shall be entitled to apply to the CPUC MPSC or any court of competent jurisdiction for sequestration and payment to the Trustee of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Transferred Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Bonds, the Recovery Transferred Securitization Property, the Fixed Recovery related Securitization Charges or otherwise, shall, upon appointment of a successor Servicer pursuant to Section 6.04, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Securitization Property Records Documentation and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer Trustee and the Indenture Trustee Issuer in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Transferred Securitization Property or the Fixed Recovery related Securitization Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Securitization Property Records Documentation to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all All reasonable costs and expenses (including reasonable attorney’s attorneys fees and expenses) incurred in connection with transferring the Recovery Securitization Property Records Documentation to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 6.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE Consumers as Servicer shall not terminate SCE’ Consumers' rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder)Agreement.

Servicer Default. If The occurrence of any one or more of the following events (each, shall constitute a “Servicer Default”) shall occur and be continuing: (a) failure to make any failure payment, transfer or deposit on or before the date occurring three Business Days after the date of such payment, transfer, deposit, instruction, or notice is required to be made or given hereunder or pursuant to the Indenture and notice thereof has been given to a Responsible Officer of the Servicer in writing; (b) an Event of Bankruptcy occurs with respect to the Servicer; (c) any representation, warranty or certification made by the Servicer hereunder or in any certificate delivered hereunder shall prove to remit have been incorrect when made, has a Material Adverse Effect and continues to be incorrect in any material respect for a period of 30 days after the first to occur of (i) the date on which written notice of such incorrectness shall have been given to the Collection Account Servicer by the Indenture Trustee or the Majority Holders or (ii) the date on behalf which the Servicer becomes aware of the Issuer incorrectness (provided, that, the Indenture Trustee shall not be obligated to determine materiality for purposes of this Section 7.1(c)); (d) failure to observe or perform in any required remittance that shall continue material respect any other covenant or agreement of the Servicer hereunder which materially and adversely affects the rights of the Noteholders and continues unremedied for a period of 30 days after the earlier of (i) the date the Servicer or Issuer receives notification in writing of such failure from the Indenture Trustee or the Majority Holders or (ii) the Servicer learns of such failure (provided, that, the Indenture Trustee shall not be obligated to determine materiality for purposes of this Section 7.1(d)); and (e) the Servicer’s Tangible Net Worth at the end of any calendar quarter is less than $35,000,000. The Servicer will notify the Depositor, the Owner Trustee, the Indenture Trustee, the Back-Up Servicer and each Rating Agency of any Servicer Default under this Section 7.1, no later than five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) any failure on the part a Responsible Officer of the Servicer or, so long as the Servicer is SCE or an Affiliate thereof, any failure on the part of SCE, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or SCE, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) days after the date on which (A) written notice obtains actual knowledge of such failure, requiring the same to be remedied, shall have been given to the Servicer or SCE, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or SCE, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or SCE; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, or the Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Recovery Bonds, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Bondholders) (a “Termination Notice”) may terminate all the rights and obligations of the Servicer, subject to compliance with Section 7.02. In addition, upon a Servicer Default described in Section 7.01(a), each of the following shall be entitled to apply to the CPUC for sequestration and payment of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Bonds, the Recovery Property, the Fixed Recovery Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Property or the Fixed Recovery Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Recovery Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE as Servicer shall not terminate SCE’ rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder)event.

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to remit to the Collection Account Indenture Trustee on behalf of the Issuer any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the ServicerTrustee; or (b) any failure on the part of by the Servicer or, so long as the Seller and the Servicer is SCE or an Affiliate thereofare the same Person, any failure on the part of SCESeller, as the case may beapplicable, duly to observe or to perform in any material respect any covenants other covenant or agreements agreement of the Servicer or SCEthe Seller, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the Environmental Control Property or the rights of the Holders Environmental Control Bondholders and (ii) continue unremedied for a period of sixty (60) 60 days after the date on which (A) written notice of such failure, requiring the same to be remedied, failure shall have been given to the Servicer Servicer, the PSCWV or SCEthe Seller, as the case may be, by the Issuer (with a copy to or the Indenture Trustee) Trustee or to after discovery of such failure by an officer of the Servicer Servicer, the PSCWV or SCEthe Seller, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders Issuer or the Environmental Control Bondholders and which material adverse effect continues unremedied for a period of sixty (60) 60 days after the date on which (A) written notice thereof, requiring the same to be remedied, thereof shall have been delivered given to the Servicer (with a copy to by the Issuer, the PSCWV or the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (ed) an Insolvency Event occurs with respect to the Servicer or SCEServicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, as assignee of the Issuer, may, or at the Holders direction of Recovery Bonds evidencing not less than the Environmental Control Bondholders of a majority of the Outstanding Amount principal amount of the Recovery BondsEnvironmental Control Bonds of all Series or by the PSCWV, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Bondholders) (a “Termination Notice”) may shall terminate all the Servicer’s rights and obligations (other than the indemnification obligations set forth in Section 5.02 hereof and the Servicer’s obligation under Section 6.04 to continue performing its functions as Servicer until a Successor Servicer is appointed) of the Servicer, subject to compliance with Section 7.02Servicer under this Agreement. In addition, upon a Servicer Default described in Section 7.01(a6.01(a), each of the following shall be entitled to Issuer or the Indenture Trustee may apply to the CPUC for PSCWV or any court of competent jurisdiction to order the sequestration and payment of revenues Environmental Control Charge Collections arising with respect to the Recovery Property: (i) Environmental Control Property for the holders benefit of any Recovery Bonds the Environmental Control Bondholders, the Issuer, the Indenture Trustee, and any Indenture other assignee and financing parties (each as defined in the Statute). The Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 shall not give a Termination Notice upon instruction of the Securitization Law, of PSCWV unless the Recovery PropertyRating Agency Condition is satisfied. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Bonds, the Recovery Environmental Control Property, including the Fixed Recovery Charges Environmental Control Charges, or otherwise, shall, upon appointment of a Successor Servicer pursuant to Section 6.04, without further action, pass to and be vested in such successor Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete including, but not limited to, completing the transfer of the Recovery Environmental Control Property Records Documentation and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Successor Servicer, the Issuer Indenture Trustee and the Indenture Trustee Issuer in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be are then held by the predecessor Servicer for remittanceremittance to the Collection Account or the Seller, or shall that are thereafter be received by it with respect to the Recovery Property or the Fixed Recovery Chargesit. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Environmental Control Property Records Documentation to the successor Successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all All reasonable costs and expenses (including reasonable attorney’s attorneys fees and expenses) incurred in connection with transferring the Recovery Environmental Control Property Records Documentation to the successor Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE Mon Power as Servicer shall not terminate SCE’ Mon Power’s rights or obligations as Seller under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder)Agreement.

Servicer Default. If any one or more of the following events (each, a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to remit to the Collection Account any Bond Trustee on behalf of the an Issuer any required remittance that shall continue unremedied for a period of five (5) three Business Days after written notice of such failure is received by the Servicer from the such Issuer or the Indenture Trustee or after discovery of such failure by an officer of the ServicerBond Trustee; or (b) any failure on the part of by the Servicer or, so long as the Seller and the Servicer is SCE or an Affiliate thereofare the same Person, any failure on the part of SCESeller, as the case may beapplicable, duly to observe or to perform in any material respect any covenants other covenant or agreements agreement of the Servicer or SCEthe Seller, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders Intangible Transition Property and (ii) continue unremedied for a period of sixty (60) 30 days after the date on which (A) written notice of such failure, requiring the same to be remedied, failure shall have been given to the Servicer or SCEthe Seller, as the case may be, by the any Issuer (with a copy to the Indenture Trustee) or to any Bond Trustee or after discovery of such failure by an officer of the Servicer or SCEthe Seller, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on any of the Holders Issuers or the Transition Bondholders and which material adverse effect continues unremedied for a period of sixty (60) 60 days after the date on which (A) written notice thereof, requiring the same to be remedied, thereof shall have been delivered given to the Servicer (with a copy to the Indenture Trustee) by the any Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicerany Bond Trustee; or (ed) an Insolvency Event occurs with respect to the Servicer or SCEServicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either Bond Trustees, as assignees of the Indenture Trusteeapplicable Issuers, or the with respect to Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount outstanding principal amount of the Recovery Transition Bonds, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Bondholders) (a “"Termination Notice”") may terminate all the rights and obligations (other than the indemnification obligations set forth in Section 5.02 hereof and the obligation under Section 6.02 to continue performing its functions as Servicer until a successor Servicer is appointed) of the Servicer, subject Servicer under this Agreement with respect to compliance with Section 7.02all the Issuers. In addition, upon a Servicer Default described in Section 7.01(a6.01(a), each of the following shall be entitled to apply to the CPUC PUC for sequestration and payment of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Bonds, the Recovery Property, the Fixed Recovery Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Property or the Fixed Recovery Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Recovery Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE as Servicer shall not terminate SCE’ rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).Serviced Intangible

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to remit to the appropriate Collection Account on behalf of the Issuer any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer a Responsible Officer of the Servicer; or; (b) any failure on the part of the Servicer or, so long as the Servicer is SCE DTE Electric or an Affiliate thereof, any failure on the part of SCEDTE Electric, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or SCEDTE Electric, as the case may be, set forth in this Servicing Agreement (other than as provided in clause (aSection 7.01(a) of this or Section 7.017.01(c)) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or SCEDTE Electric, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or SCEDTE Electric, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer a Responsible Officer of the Servicer; or; (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Servicing Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or; (d) any representation or warranty made by the Servicer in this Servicing Agreement or any other Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) days after the date on which (Ai) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (Bii) such failure is discovered by an officer a Responsible Officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or SCEDTE Electric; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture TrusteeTrustee may, or shall upon the instruction of Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Recovery Securitization Bonds, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the BondholdersHolders) (a “Termination Notice”) may ), terminate all the rights and obligations (other than the obligations set forth in Section 6.02 and the obligation under Section 7.02 to continue performing its functions as Servicer until a successor Servicer is appointed) of the Servicer, subject to compliance with Section 7.02Servicer under this Servicing Agreement. In addition, upon a Servicer Default described in Section 7.01(a), each the Holders and the Indenture Trustee as financing parties under the Statute (or any of the following their representatives) shall be entitled to apply to the CPUC Commission or a court of appropriate jurisdiction for an order for sequestration and payment of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Servicing Agreement, whether with respect to the Recovery Securitization Bonds, the Recovery Securitization Property, the Fixed Recovery Securitization Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Securitization Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Servicing Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Securitization Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Securitization Property or the Fixed Recovery Securitization Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Securitization Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s attorneys’ fees and expenses) incurred in connection with transferring the Recovery Securitization Property Records to the successor Servicer and amending this Servicing Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE DTE Electric as Servicer shall not terminate SCE’ DTE Electric’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

Servicer Default. If any one or more Each of the following events (each, is a “"Servicer Default”) shall occur and be continuing": (a) any failure by the Servicer (or the Seller, so long as TMCC is the Servicer) to remit deliver to the Relevant Trustee for deposit in the Collection Account, Payahead Account on behalf of the Issuer or Reserve Fund any required remittance that shall continue payment or to direct the Relevant Trustee to make any required payment or distribution therefrom, which failure continues unremedied for a period of five (5) three Business Days after discovery of the failure by an officer of the Servicer or written notice of such failure is received (i) by the Servicer (or the Seller, so long as TMCC is the Servicer) from the Issuer Owner Trustee or the Indenture Trustee or after discovery (ii) to the Seller or the Servicer, as the case may be, and to the applicable Owner Trustee and Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Class A Notes, acting as a single Class, excluding for purposes of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any of their Affiliates (provided that such event will not be a Servicer Default if (A) such failure or delay is caused by an event of force majeure, (B) does not continue for more than 10 Business Days, (C) during such period the Servicer uses all commercially reasonable efforts to perform its obligations under this Agreement and (D) the Servicer provides to the Owner Trustee, Indenture Trustee, Seller and Securityholders prompt notice of such failure by an officer or delay that includes a description of the Servicer; or's efforts to remedy such failure or delay); (b) any failure on the part of by the Servicer or, so long as or the Servicer is SCE or an Affiliate thereof, any failure on the part of SCESeller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or SCEthe Seller (as the case may be) set forth in this Agreement, which failure shall materially and adversely affect the rights of Certificateholder or Noteholders and shall continue unremedied for a period of 90 days after the date on which written notice of such failure is received (i) by the Servicer (or the Seller, so long as TMCC is the Servicer) from the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, set forth in this Agreement (other and to the Owner Trustee and Indenture Trustee by the holders of Notes evidencing not less than 25% of the Class A Notes, acting together as provided in clause (a) a single Class, excluding for purposes of this Section 7.01) such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or SCE, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or SCE, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicertheir Affiliates; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) occurrence of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer. At any time when a Servicer or SCE; then, Default has occurred and in each and every caseis continuing, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, Trustee or the Holders of Recovery Bonds Notes evidencing not less than a majority 51% of the Outstanding Amount of the Recovery BondsClass A Notes acting as a single Class, excluding for purposes of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any of their Affiliates, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Bondholders) (a “Termination Notice”Noteholders) may terminate all the rights and obligations of (other than the Servicer, subject to compliance with Section 7.02. In addition, upon a Servicer Default described obligations set forth in Section 7.01(a), each of 7.02 hereof and the following shall be entitled to apply to the CPUC for sequestration and payment of revenues arising with respect to the Recovery Property: (irights set forth in Section 7.04 hereof) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement. By the same required vote, whether with respect the Noteholders specified in the prior sentence may waive any such Servicer Default (other than a default in the making of any required deposits or payments from or to the Recovery BondsCollection Account, the Recovery PropertyReserve Account or Payahead Account) for a specified period or permanently. Upon any such waiver of a past default, the Fixed Recovery Charges or otherwise, shall, without further action, pass such default shall cease to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instrumentsexist, and any Servicer Default arising therefrom shall be deemed to do or accomplish all other acts or things necessary or appropriate to effect the purposes have been remedied for every purpose of such Termination Notice, whether to complete the transfer of the Recovery Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer . No such waiver shall extend to the successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, any subsequent or shall thereafter be received by it with respect to the Recovery Property other default or the Fixed Recovery Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Recovery Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE as Servicer shall not terminate SCE’ rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder)impair any right consequent thereto.

Servicer Default. If any one or more of the following events (each, a “"Servicer Default”") shall occur occurs and be is continuing: (a) any failure by the Servicer to remit to the Collection Account Trustee, on behalf of the Issuer Issuer, any required remittance that shall continue continues unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer and the BPU from the Issuer or the Indenture Trustee; or (b) any failure by the Servicer duly to observe or perform in any material respect any other covenant or agreement of the Servicer set forth in this Agreement, which failure: (i) materially and adversely affects the Transferred BGS Bondable Transition Property or the rights of the BGS Transition Bondholders, and (ii) continues unremedied for a period of 60 days after written notice of such failure has been given to the Servicer by the Issuer, the BPU or by the Trustee or after discovery of such failure by an officer of the Servicer; or (b) any failure on the part of the Servicer or, so long as the Servicer is SCE or an Affiliate thereof, any failure on the part of SCE, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or SCE, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or SCE, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or SCE, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove proves to have been incorrect in a material respect when made, which has a material adverse effect on the Holders Issuer or the BGS Transition Bondholders and which material adverse effect continues unremedied for a period of sixty (60) 60 days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have thereof has been delivered given to the Servicer (with a copy to the Indenture Trustee) by the Issuer Issuer, the BPU or the Indenture Trustee or (B) after discovery of such failure is discovered by an officer of the Servicer, as the case may be; or (ed) an Insolvency Event occurs with respect to the Servicer or SCEServicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture TrusteeTrustee may, or shall upon the written instruction of the BPU (acting on behalf of Customers) or the Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount outstanding principal amount of the Recovery BondsBGS Transition Bonds of all Series, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Bondholders) Holders (a “"Termination Notice”") may terminate all the rights and obligations (other than the indemnification obligations set forth in Section 5.02 hereof and the obligation under Section 6.04 to continue performing its functions as Servicer until a successor Servicer is appointed) of the Servicer, subject to compliance with Section 7.02Servicer under this Agreement. In addition, upon a Servicer Default described in Section 7.01(a)Default, each of the following Issuer and the Trustee shall be entitled to apply to the CPUC BPU or any court of competent jurisdiction for sequestration and payment to the Trustee of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery Transferred BGS Bondable Transition Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Bonds, the Recovery Transferred BGS Bondable Transition Property, the Fixed Recovery Charges related BGS Transition Bond Charge or otherwise, shall, upon appointment of a successor Servicer pursuant to Section 6.04, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery BGS Bondable Transition Property Records Documentation and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer Trustee and the Indenture Trustee Issuer in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Transferred BGS Bondable Transition Property or the Fixed Recovery Chargesrelated BGS Transition Bond Charge. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery BGS Bondable Transition Property Records Documentation to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all All reasonable costs and expenses (including reasonable attorney’s attorneys fees and expenses) incurred in connection with transferring the Recovery BGS Bondable Transition Property Records Documentation to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 6.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE PSE&G as Servicer shall not terminate SCE’ PSE&G's rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder)Agreement.

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to remit to the Collection Account Indenture Trustee on behalf of the Issuer any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the ServicerTrustee; or (b) any failure on the part of by the Servicer or, so long as the Seller and the Servicer is SCE or an Affiliate thereofare the same Person, any failure on the part of SCESeller, as the case may beapplicable, duly to observe or to perform in any material respect any covenants other covenant or agreements agreement of the Servicer or SCEthe Seller, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the Environmental Control Property or the rights of the Holders Environmental Control Bondholders and (ii) continue unremedied for a period of sixty (60) 60 days after the date on which (A) written notice of such failure, requiring the same to be remedied, failure shall have been given to the Servicer Servicer, the PSCWV or SCEthe Seller, as the case may be, by the Issuer (with a copy to or the Indenture Trustee) Trustee or to after discovery of such failure by an officer of the Servicer Servicer, the PSCWV or SCEthe Seller, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders Issuer or the Environmental Control Bondholders and which material adverse effect continues unremedied for a period of sixty (60) 60 days after the date on which (A) written notice thereof, requiring the same to be remedied, thereof shall have been delivered given to the Servicer (with a copy to by the Issuer, the PSCWV or the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (ed) an Insolvency Event occurs with respect to the Servicer or SCEServicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, as assignee of the Issuer, may, or at the Holders direction of Recovery Bonds evidencing not less than the Environmental Control Bondholders of a majority of the Outstanding Amount principal amount of the Recovery BondsEnvironmental Control Bonds of all Series or by the PSCWV, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Bondholders) (a “Termination Notice”) may shall terminate all the Servicer’s rights and obligations (other than the indemnification obligations set forth in Section 5.02 hereof and the Servicer’s obligation under Section 6.04 to continue performing its functions as Servicer until a Successor Servicer is appointed) of the Servicer, subject to compliance with Section 7.02Servicer under this Agreement. In addition, upon a Servicer Default described in Section 7.01(a6.01(a), each of the following shall be entitled to Issuer or the Indenture Trustee may apply to the CPUC for PSCWV or any court of competent jurisdiction to order the sequestration and payment of revenues Environmental Control Charge Collections arising with respect to the Recovery Property: (i) Environmental Control Property for the holders benefit of any Recovery Bonds the Environmental Control Bondholders, the Issuer, the Indenture Trustee, and any Indenture other assignee and financing parties (each as defined in the Statute). The Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 shall not give a Termination Notice upon instruction of the Securitization Law, of PSCWV unless the Recovery PropertyRating Agency Condition is satisfied. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Bonds, the Recovery Environmental Control Property, including the Fixed Recovery Charges Environmental Control Charges, or otherwise, shall, upon appointment of a Successor Servicer pursuant to Section 6.04, without further action, pass to and be vested in such successor Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete including, but not limited to, completing the transfer of the Recovery Environmental Control Property Records Documentation and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Successor Servicer, the Issuer Indenture Trustee and the Indenture Trustee Issuer in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be are then held by the predecessor Servicer for remittanceremittance to the Collection Account or the Seller, or shall that are thereafter be received by it with respect to the Recovery Property or the Fixed Recovery Chargesit. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Environmental Control Property Records Documentation to the successor Successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all All reasonable costs and expenses (including reasonable attorney’s attorneys fees and expenses) incurred in connection with transferring the Recovery Environmental Control Property Records Documentation to the successor Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE Potomac Edison as Servicer shall not terminate SCE’ Potomac Edison’s rights or obligations as Seller under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder)Agreement.

Servicer Default. If any one or more of the following events (each, a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to remit deliver to the Collection Account on behalf Trustee for deposit in any of the Issuer Trust Accounts any required remittance payment or to direct the Trustee to make any required distributions therefrom that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer Owner Trustee or the Indenture Trustee or after discovery of such failure by an officer Authorized Officer of the Servicer; or (b) any failure on the part of the Servicer or, so long as the Servicer is SCE or an Affiliate thereof, any failure on the part of SCE, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or SCE, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a partyDocument, which failure shall (i) materially and adversely affect the rights of either the Holders Certificateholders or Noteholders and (ii) continue unremedied for a period of sixty (60) 60 days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or SCE, as the case may be, by the Issuer (with a copy to Owner Trustee or the Indenture Trustee) or to the Servicer or SCE, as the case may be, by the Indenture Trustee or (B) such failure is discovered to the Servicer and to the Owner Trustee and the Trustee by an officer the Holders of Notes evidencing not less than 25% of the ServicerOutstanding Amount of the Notes (or for such longer period, not in excess of 120 days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within 120 days and the Servicer delivers an Officers' Certificate to the Owner Trustee and the Trustee to such effect and to the effect that the Servicer has commenced or will promptly commence, and will diligently pursue, all reasonable efforts to remedy such default); or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or SCEany successor; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, or the Holders of Recovery Bonds Notes evidencing not less than a majority 25% of the Outstanding Amount of the Recovery BondsNotes, by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Bondholders) (a “Termination Notice”Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.2) of the Servicer, subject to compliance with Section 7.02. In addition, upon a Servicer Default described in Section 7.01(a), each of the following shall be entitled to apply to the CPUC for sequestration and payment of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery Propertythis Agreement. On or after the receipt by the Servicer of a Termination Noticesuch written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery BondsNotes, the Recovery Property, Certificates or the Fixed Recovery Charges Receivables or otherwise, shall, without further action, pass to and be vested in the Trustee or such successor Servicer as may be appointed under Section 7.028.2; and, without limitation, the Indenture Trustee is and the Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Noticenotice of termination, whether to complete the transfer and endorsement of the Recovery Property Records Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer Trustee and the Indenture Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittancedeposit, or shall thereafter be received by it with respect to the Recovery Property or the Fixed Recovery Chargesa Receivable. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all All reasonable costs and expenses (including reasonable attorney’s fees and expensesattorneys' fees) incurred in connection with transferring the Recovery Property Records Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination Upon receipt of SCE as notice of the occurrence of a Servicer Default, the Owner Trustee shall not terminate SCE’ rights or obligations under give notice thereof to the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder)Rating Agencies.

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to remit to the Collection Account for any Series on behalf of the Issuer any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) any failure on the part of the Servicer or, so long as the Servicer is SCE TCC or an Affiliate affiliate thereof, any failure on the part of SCETCC, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or SCETCC, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or SCETCC, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or SCETCC, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Daysdays; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or SCETCC; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture TrusteeTrustee may, or shall upon the instruction of the PUCT (acting on behalf of Customers) or of Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Recovery BondsTransition Bonds of all Series, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the BondholdersHolders) (a “Termination Notice”) may ), terminate all the rights and obligations (other than the obligations set forth in Section 6.02 and the obligation under Section 7.02 to continue performing its functions as Servicer until a successor Servicer is appointed) of the Servicer, Servicer under this Agreement. The appointment of any successor Servicer shall be subject to compliance with Section 7.02the terms and provisions of the Intercreditor Agreement. In addition, upon a Servicer Default described in Section 7.01(a), each the Holders and the Indenture Trustee as financing parties under the Securitization Law (or any of the following their representatives) shall be entitled to (i) apply to the CPUC district court of ▇▇▇▇▇▇ County for sequestration and payment of revenues arising with respect to the Recovery Transition Property: , (iii) foreclose on or otherwise enforce the holders lien and security interests in any Transition Property and (iii) apply to the PUCT for an order that amounts arising from the Transition Charges be transferred to a separate account for the benefit of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Secured Parties, in accordance with the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Transition Bonds, the Recovery Transition Property, the Fixed Recovery Transition Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Transition Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Transition Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Transition Property or the Fixed Recovery Transition Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Transition Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Recovery Transition Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE TCC as Servicer shall not terminate SCE’ TCC’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a1) any failure by the Servicer (i) to remit deliver to the Indenture Trustee or the Indenture Administrator, as the case may be, for deposit in the Trust Accounts any payment required by the Basic Documents to which the Servicer is a signatory or (ii) in the event that daily deposits into the Collection Account on behalf are not required, to deliver to the Administrator any payment required by the Basic Documents, which failure in case of the Issuer any required remittance that shall continue either clause (i) or (ii) continues unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer Owner Trustee, the Indenture Trustee, the Indenture Administrator or the Indenture Trustee Administrator or five Business Days after discovery of such failure by an officer of the Servicer; or (b2) any failure on the part of by the Servicer or, so long as the Servicer is SCE or an Affiliate thereof, any failure on the part of SCE, as the case may be, duly to observe or to perform in any material respect any covenants other term, covenant or agreements agreement of the Servicer or SCE, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it the Servicer is a partysignatory, which failure shall (i) materially and adversely affect the rights of the Holders Indenture Trustee, on behalf of the Noteholders, or the Noteholders and (ii) continue continues unremedied for a period of sixty (60) 60 days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or SCE, as the case may be, by the Issuer Indenture Trustee, the Indenture Administrator, the Eligible Lender Trustee or the Administrator or (with a copy B) to the Servicer, and to the Indenture Trustee) , the Indenture Administrator and the Eligible Lender Trustee by the Noteholders representing at least a majority of the Outstanding Amount of the Notes; provided, however, that any breach of Sections 3.1, 3.2, 3.3 or to 3.4 shall not be deemed a Servicer Default so long as the Servicer or SCE, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicerin compliance with its obligations under Section 3.5; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (e3) an Insolvency Event occurs with respect to the Servicer; (4) any failure by the Servicer to comply with any requirements under the Higher Education Act resulting in a loss of its eligibility as a third-party servicer; or (5) any failure by the Servicer, any Subservicer or SCE; any Subcontractor to deliver any information, report, certification or accountants' letter when and as required under Article VII (including, without limitation, any failure by the Servicer to identify any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB), which continues unremedied for fifteen (15) calendar days after the date on which such information, report, certification or accountants' letter was required to be delivered, then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture TrusteeTrustee or the Indenture Administrator, or the Holders Noteholders of Recovery Bonds Notes evidencing not less than a majority of the Outstanding Amount of the Recovery BondsNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee, the Indenture Administrator and the Owner Trustee if given by the Bondholders) (a “Termination Notice”Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 3.5 and Section 4.2) of the Servicer under this Agreement. As of the effective date of termination of the Servicer, subject to compliance with Section 7.02. In addition, upon a Servicer Default described in Section 7.01(a), each of the following shall be entitled to apply to the CPUC for sequestration and payment of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Bonds, Notes or the Recovery Property, the Fixed Recovery Charges Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Administrator or such successor Servicer servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Property Records and related documents, or otherwise5.2. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer servicer and the Indenture Trustee Administrator in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittancedeposit, or shall thereafter be received by it with respect to the Recovery Property or the Fixed Recovery Chargesa Trust Student Loan. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all All reasonable costs and expenses, including, without limitation, any costs or expenses (including reasonable attorney’s associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Trust Student Loans properly and effectively, costs reasonably allocable to specific employees and overhead, legal fees and expenses) , accounting and financial consulting fees and expenses, costs or expenses associated with the transfer of all servicing files and costs of amending the Agreement, if necessary, incurred in connection with transferring the Recovery Property Records Trust Student Loan Files to the successor Servicer servicer and amending this Agreement and any other Basic Documents to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer (other than the Indenture Administrator acting as the Servicer under this Section 5.1) upon presentation of reasonable documentation of such costs and expenses. Termination If the predecessor Servicer (other than the Indenture Administrator) does not pay such reimbursement within thirty (30) days of SCE as its receipt of an invoice therefor, such reimbursement shall be an expense of the Issuer and the successor servicer shall be entitled to receive such reimbursement from amounts on deposit in the Collection Account. Upon receipt of notice of the occurrence of a Servicer Default, the Issuer shall give notice thereof to the Indenture Trustee and the Rating Agencies. Notwithstanding the foregoing, the Servicer shall not terminate SCE’ rights or be deemed to have breached its obligations to service the Trust Student Loans, nor will a Servicer Default be deemed to have occurred under the Sale Agreement (except rights thereunder deriving from its rights as this Section 5.1, if the Servicer hereunderis rendered unable to perform such obligations, in whole or in part, by a force outside the control of the parties hereto (including, without limitation, acts of God, acts of war or terrorism, fires, earthquakes, hurricanes, floods and other material natural or man made disasters); provided that the Servicer shall be required to diligently undertake all actions necessary to resume the performance of its duties hereunder as soon as practicable following the termination of such business interruption or, if necessary and appropriate in its reasonable judgment to enable the proper servicing of the Trust Student Loans, to transfer servicing, either temporarily or permanently, to another servicer.

Servicer Default. If any one The Borrower, the Servicer, each Lender, the Equityholder, and the Facility Agent hereby agree that upon the occurrence and during the continuation of a Servicer Default, the Facility Agent in its sole discretion may (or more at the written request of the following events (eachRequired Lenders, a “Servicer Default”) shall occur and be continuing: (a) any failure shall), by the Servicer to remit to the Collection Account on behalf of the Issuer any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) any failure on the part of the Servicer or, so long as the Servicer is SCE or an Affiliate thereof, any failure on the part of SCE, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or SCE, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or SCE, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or SCE, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or SCE; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, or the Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Recovery Bonds, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Bondholders) (a “Servicer Termination Notice”) may ), terminate all the rights and obligations of the Servicerrights, subject to compliance with Section 7.02. In additionobligations, upon a Servicer Default described in Section 7.01(a), each power and authority of the following shall be entitled to apply to the CPUC for sequestration and payment of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees Servicer under Section 850.4 of the Securitization Law, of the Recovery Propertythis Agreement. On or and after the receipt by the Servicer of a Servicer Termination Notice, all authority and power of the Servicer under Notice pursuant to this Agreement, whether with respect to the Recovery Bonds, the Recovery Property, the Fixed Recovery Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Property or the Fixed Recovery Charges. As soon as practicable after receipt by the Servicer of such Termination Notice6.01(b), the Servicer shall deliver continue to perform all servicing and other functions under this Agreement and any other applicable Transaction Documents until the Recovery Property Records date specified in the Servicer Termination Notice (as such notice may be updated in writing by the Facility Agent and/or the Required Lenders, as applicable) or, if no such date is specified in such Servicer Termination Notice, until a date mutually agreed upon by the Servicer, the Borrower, the Facility Agent and/or the Required Lenders, and shall be entitled to receive, to the successor Servicerextent of funds available therefor pursuant to Section 2.04, any Servicing Fees therefor accrued until such date. In case After such date, the Servicer agrees that it shall (i) terminate its activities as Servicer hereunder in a manner that the Servicer reasonably believes (in consultation with and subject to the direction of the Facility Agent and/or the Required Lenders, including without limitation under any applicable power of attorney) will facilitate the transition of the performance of such activities to a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Recovery Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by Agreement, (ii) remain subject to the predecessor Servicing Standard, (iii) take all necessary or appropriate actions to facilitate the transfer of all relevant information and documents to any such successor Servicer upon presentation of and cooperate therewith to effect such transfer in an expeditious manner and (iv) use commercially reasonable documentation of efforts to assist the successor Servicer in assuming such costs and expenses. Termination of SCE obligations, in each case, until such time as a successor Servicer shall not terminate SCE’ rights assume each and all of the Servicer’s obligations hereunder and under any other Transaction Document or obligations under other instrument authorized or required thereby and agree to manage, service and administer the Sale Agreement (except rights thereunder deriving from its rights as Collateral Portfolio on the Servicer hereunder)terms and subject to the conditions set forth herein.

Servicer Default. If any one or more Any of the following events shall constitute a default of both the Master Servicer and each Servicer (each, but only in their respective capacities as such) (each a “Servicer Default”) shall occur and be continuingas that term is used herein: (ai) the failure in a material respect of the Master Servicer or any failure by the Servicer to remit to the Collection Account on behalf of the Issuer comply with or perform any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) any failure on the part of the Servicer or, so long as the Servicer is SCE or an Affiliate thereof, any failure on the part of SCE, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or SCE, as the case may be, set forth in this Agreement (other than as provided in clause (a) provision of this Section 7.01) Base Lease or any other Basic Related Document with respect to which it is a partyany Group VII Series of Notes, which failure shall and such default continues for more than thirty (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (6030) days after the earlier of (x) the date written notice is delivered by the Lessor or the Trustee to the Master Servicer or any Servicer and (y) the date on which the Master Servicer or any Servicer has actual knowledge thereof; (Aii) written notice an Event of such failure, requiring the same to be remedied, shall have been given Bankruptcy occurs with respect to the Master Servicer or SCE, as any Servicer; (iii) the case may be, by failure of the Issuer (Master Servicer or any Servicer to make any payment when due from it hereunder or under any of the other Related Documents with a copy respect to the Indenture Trustee) any Group VII Series of Notes or to deposit any Collections with respect to Group VII Vehicles received by it into the Servicer or SCEapplicable Collection Account when required under the Related Documents with respect to any Group VII Series of Notes and, as the case may bein each case, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or (div) if any representation or warranty made by the Master Servicer or any Servicer in this Agreement any Related Document with respect to any Group VII Series of Notes is inaccurate or incorrect or is breached or is false or misleading in any material respect as of the date of the making thereof or any Basic schedule, certificate, financial statement, report, notice, or other writing furnished by or on behalf of the Master Servicer or any Servicer to the Lessor or the Trustee pursuant to any Related Document with respect to any Group VII Series of Notes is false or misleading in any material respect on the date as of which the facts therein set forth are stated or certified, and the circumstance or condition in respect of which such representation, warranty or writing was inaccurate, incorrect, breached, false or misleading in any material respect, as the case may be, shall prove to not have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty eliminated or otherwise cured within thirty (6030) days after the earlier of (x) the date on which (A) of the receipt of written notice thereof, requiring thereof from the same to be remedied, shall have been delivered Lessor or the Trustee to the Master Servicer or any Servicer and (with a copy to y) the Indenture Trustee) by date the Issuer Master Servicer or any Servicer has actual knowledge of such circumstance or condition. On and following the Indenture Trustee or Servicing Transfer Date (B) such failure is discovered by an officer of as defined in the Servicer; or (e) an Insolvency Event occurs Back-Up Servicing Agreement), all authority, power, duties and obligations, in each case only with respect to the Servicer or SCE; then, Back-Up Servicing Obligations (as defined in the Back-Up Servicing Agreement) relating solely to the Group VII Series of Notes and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, or the Holders of Recovery Bonds evidencing not less than a majority Group VII Collateral of the Outstanding Amount of Master Servicer and each Servicer under the Recovery Bonds, by notice then given in writing to the Servicer (and to the Base Indenture Trustee if given by the Bondholders) (a “Termination Notice”) may terminate all the rights and obligations of the Servicer, subject to compliance with Section 7.02. In addition, upon a Servicer Default described in Section 7.01(a), each of the following shall be entitled to apply to the CPUC for sequestration and payment of revenues arising with respect to the Recovery Property: (i) Series 2010-3 Notes, any other outstanding Group VII Series of Notes, each related Series Supplement, the holders of any Recovery Bonds Group VII Master Lease, the other Related Documents and any Indenture Trustee or representative thereof the Back-Up Servicing Agreement shall pass to, be vested in and/or be assumed by, as beneficiaries of any statutory or other Lien permitted by applicable, the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery PropertyBack-Up Servicer. On or and after the receipt by Action Notice Effective Date (as defined in the Servicer Back-Up Disposition Agent Agreement) all authority, power, duties and obligations, in each case only to the extent relating solely to the Group VII Series of a Termination NoticeNotes and the Group VII Collateral, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Bondsduties set out in Exhibit A of the Back-Up Disposition Agent Agreement under the heading “Duties after the Action Notice Effective Date”, of the Master Servicer and each Servicer under the Base Indenture with respect to the Series 2010-3 Notes, any other outstanding Group VII Series of Notes, each related Series Supplement, the Recovery PropertyGroup VII Master Lease, the Fixed Recovery Charges or otherwise, shall, without further action, other Related Documents and the Back-Up Disposition Agent Agreement shall pass to and be vested in such successor Servicer and/or be assumed by, as may be appointed under Section 7.02; and, without limitationapplicable, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorneyBack-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Property or the Fixed Recovery Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Recovery Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE as Servicer shall not terminate SCE’ rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder)Up Disposition Agent.

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to remit to the Collection Account on behalf of the Issuer any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) any failure on the part of the Servicer or, so long as the Servicer is SCE TCC or an Affiliate thereof, any failure on the part of SCETCC, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or SCETCC, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or SCETCC, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or SCETCC, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Daysdays; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or SCETCC; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture TrusteeTrustee may, or shall upon the instruction of the PUCT (acting on behalf of Customers) or of Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Recovery Transition Bonds, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the BondholdersHolders) (a “Termination Notice”) may ), terminate all the rights and obligations (other than the obligations set forth in Section 6.02 and the obligation under Section 7.02 to continue performing its functions as Servicer until a successor Servicer is appointed) of the Servicer, Servicer under this Agreement. The appointment of any successor Servicer shall be subject to compliance with Section 7.02the terms and provisions of the Intercreditor Agreement. In addition, upon a Servicer Default described in Section 7.01(a), each the Holders and the Indenture Trustee as financing parties under the Securitization Law (or any of the following their representatives) shall be entitled to (i) apply to the CPUC district court of T▇▇▇▇▇ County for sequestration and payment of revenues arising with respect to the Recovery Transition Property: , (iii) foreclose on or otherwise enforce the holders lien and security interests in any Transition Property and (iii) apply to the PUCT for an order that amounts arising from the Transition Charges be transferred to a separate account for the benefit of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Secured Parties, in accordance with the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Transition Bonds, the Recovery Transition Property, the Fixed Recovery Transition Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Transition Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Transition Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Transition Property or the Fixed Recovery Transition Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Transition Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Recovery Transition Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE TCC as Servicer shall not terminate SCE’ TCC’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to remit to the Collection Account on behalf of the Issuer any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) any failure on the part of the Servicer or, so long as the Servicer is SCE EAI or an Affiliate affiliate thereof, any failure on the part of SCEEAI, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or SCEEAI, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or SCEEAI, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or SCEEAI, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Daysdays; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or SCEEAI; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, or Trustee shall upon the instruction of Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Storm Recovery Bonds, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the BondholdersHolders) (a “Termination Notice”) may ), terminate all the rights and obligations (other than the obligations set forth in Section 6.02 and the obligation under Section 7.02 to continue performing its functions as Servicer until a successor Servicer is appointed) of the Servicer, subject to compliance with Section 7.02Servicer under this Agreement. In addition, upon a Servicer Default described in Section 7.01(a), each the Holders and the Indenture Trustee as financing parties under the Securitization Act (or any of the following their representatives) shall be entitled to (i) apply to the CPUC Pulaski County (Arkansas) Circuit Court for sequestration and payment of revenues arising with respect to the Storm Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; , (ii) foreclose on or otherwise enforce the Issuer or its assignees; or lien and security interests in the Storm Recovery Property and (iii) pledgees or transferees, including transferees under Section 850.4 apply to the APSC for an order that amounts arising from the Storm Recovery Charges be transferred to a separate account for the benefit of the Secured Parties, in accordance with the Securitization Law, of the Recovery PropertyAct. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Storm Recovery Bonds, the Storm Recovery Property, the Fixed Storm Recovery Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Storm Recovery Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Storm Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Storm Recovery Property or the Fixed Storm Recovery Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Storm Recovery Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Storm Recovery Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE EAI as Servicer shall not terminate SCE’ EAI’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

Servicer Default. If any one or more of the following events (each, each a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to remit to the Collection Account on behalf of the Issuer any required remittance Remittance that shall continue unremedied for a period of five (5) Servicer Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer a Responsible Officer of the Servicer; or (b) any failure on the part of the Servicer orServicer, or so long as the Servicer is SCE Public Service Company of New Hampshire or an Affiliate affiliate thereof, any failure on the part of SCEPublic Service Company of New Hampshire, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or SCEPublic Service Company of New Hampshire, as the case may be, set forth in this Agreement (other than as provided in clause (aSection 7.01(a) of this or Section 7.017.01(c)) or any other Basic Document to which it is a party, which failure shall (ia) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) 60 days after (A) the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given (I) to the Servicer Servicer, or SCEPublic Service Company of New Hampshire, as the case may be, by the Issuer or (with a copy II) to the Indenture Trustee) Servicer, or to the Servicer or SCEPublic Service Company of New Hampshire, as the case may be, by the Indenture Trustee or by the Holders of Rate Reduction Bonds evidencing not less than 25 percent of the Outstanding Amount of the Rate Reduction Bonds or (B) such failure is discovered by an officer a Responsible Officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or; (d) any representation or warranty made by the Servicer in this Agreement or any other Basic Document Document, to the extent it is a party, shall prove to have been incorrect in a any material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) 60 days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to of such failure is received by the Servicer (with a copy to the Indenture Trustee) by from the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the ServicerTrustee; or (e) an Insolvency Event occurs with respect to the Servicer or SCEServicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, or Trustee (acting at the written direction of the Holders of Recovery Rate Reduction Bonds evidencing not less than a majority of the Outstanding Amount of the Recovery Rate Reduction Bonds), or the Holders of Rate Reduction Bonds evidencing not less than 25 percent of the Outstanding Amount of the Rate Reduction Bonds, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the BondholdersHolders) (a “Termination Notice”) may terminate all the rights and obligations (other than the obligations set forth in Section 6.02 and the obligations under Section 7.02 to continue performing its functions as Servicer until a successor Servicer is appointed) of the Servicer, subject to compliance with Section 7.02Servicer under this Agreement. In addition, upon a Servicer Default described in Section 7.01(a), each of the following shall be entitled to apply to the CPUC NHPUC for sequestration and payment of revenues arising with respect to the Recovery PropertyRRB Property in accordance with RSA 369-B:7, VI and VIII: (i1) the holders of any Recovery Bonds and any Holders or the Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization LawTrustee; (ii2) the Issuer or its assignees; or (iii3) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery RRB Property. On or after the receipt by the Servicer of a Termination Notice, and subject to the approval of the NHPUC, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Rate Reduction Bonds, the Recovery RRB Property, the Fixed Recovery Charges RRB Charge or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery RRB Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery RRB Property or the Fixed Recovery Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Property Records to the successor ServicerRRB Charge. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s attorneys’ fees and expenses) incurred in connection with transferring the Recovery RRB Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE Public Service Company of New Hampshire as Servicer shall not terminate SCE’ Public Service Company of New Hampshire’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder). All other reasonable costs and expenses incurred in transferring servicing responsibilities to a successor servicer shall constitute Operating Expenses of the Issuer.

Servicer Default. If any one or more Any of the following events will constitute a default of the Master Servicer (each, a “Servicer Default”) shall occur and be continuingas that term is used herein: (ai) the failure of the Master Servicer to comply with or perform any failure provision of this Agreement or any other Series 2010-3 Related Document that has a Lease Material Adverse Effect with respect to the Master Servicer, the Lessor or any Lessee, and such default continues for more than thirty (30) consecutive days after the earlier of the date written notice is delivered by the Lessor or the Trustee to the Master Servicer or the date an Authorized Officer of the Master Servicer obtains actual knowledge thereof; (ii) an Event of Bankruptcy occurs with respect to the Master Servicer; (iii) the failure of the Master Servicer to remit to the Collection Account on behalf make any payment when due from it hereunder or under any of the Issuer other Series 2010-3 Related Documents or to deposit any Collections received by it into a Collateral Account when required remittance that shall continue unremedied under the Series 2010-3 Related Documents and, in each case, such failure continues for a period of five (5) consecutive Business Days after the earlier of (a) the date written notice of such failure is received delivered by the Servicer from the Issuer Lessor or the Indenture Trustee to the Master Servicer or after discovery of such failure by (b) the date an officer Authorized Officer of the ServicerMaster Servicer obtains actual knowledge thereof, except to the extent that failure to remain in such compliance would not reasonably be expected to result in a Lease Material Adverse Effect with respect to the Lessor; or (biv) any failure on the part of the Servicer or, so long as the Servicer is SCE or an Affiliate thereof, any failure on the part of SCE, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or SCE, as the case may be, set forth in this Agreement if (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or SCE, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or SCE, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or (dI) any representation or warranty made by the Master Servicer relating to the Series 2010-3 Collateral in this Agreement any Series 2010-3 Related Document is inaccurate or incorrect or is breached or is false or misleading as of the date of the making thereof or any Basic schedule, certificate, financial statement, report, notice, or other writing relating to the Series 2010-3 Collateral furnished by or on behalf of the Master Servicer to the Lessor or the Trustee pursuant to any Series 2010-3 Related Document shall prove to have been incorrect in a material respect when madeis false or misleading on the date as of which the facts therein set forth are stated or certified, which (II) such inaccuracy, breach or falsehood has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (e) an Insolvency Event occurs Lease Material Adverse Effect with respect to the Servicer or SCE; thenLessor, and (III) the circumstance or condition in each and every caserespect of which such representation, so long warranty or writing was inaccurate, incorrect, breached, false or misleading, as the Servicer Default case may be, shall not have been remedied, either eliminated or otherwise cured for at least thirty (30) consecutive days after the Indenture Trustee, earlier of (x) the date of the receipt of written notice thereof from the Lessor or the Holders of Recovery Bonds evidencing not less than a majority Trustee to the Master Servicer and (y) the date an Authorized Officer of the Outstanding Amount Master Servicer obtains actual knowledge of the Recovery Bonds, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Bondholders) (a “Termination Notice”) may terminate all the rights and obligations of the Servicer, subject to compliance with Section 7.02such circumstance or condition. In addition, upon a Servicer Default described in Section 7.01(a), each of the following shall be entitled to apply to the CPUC for sequestration and payment of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Bonds, the Recovery Property, the Fixed Recovery Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Property or the Fixed Recovery Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Property Records to the successor Servicer. In case a successor Servicer is appointed as a result event of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Recovery Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer Trustee, acting pursuant to this Section 9.22(d) of the Series 2010-3 Supplement, shall have the right to replace the Master Servicer as servicer. For the avoidance of doubt, with respect to any Servicer Default, if the event or condition giving rise (directly or indirectly) to such Servicer Default ceases to be paid by the predecessor continuing(through cure, waiver or otherwise), then such Servicer upon presentation of reasonable documentation of such costs Default will cease to exist and expenses. Termination of SCE as Servicer shall not terminate SCE’ rights or obligations will be deemed to have been cured for every purpose under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder)Series 2010-3 Related Documents.

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to remit to the Collection Account on behalf of the Issuer any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee (with a copy of such notice being provided promptly upon receipt by the Servicer to the Commission) or after discovery of such failure by an officer a Responsible Officer of the Servicer; or; (b) any failure on the part of the Servicer or, so long as the Servicer is SCE Duke Energy Progress or an Affiliate thereof, any failure on the part of SCEDuke Energy Progress, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or SCEDuke Energy Progress, as the case may be, set forth in this Servicing Agreement (other than as provided in clause (aSection 7.01(a) of this or Section 7.017.01(c)) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) 60 days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer Servicer, Duke Energy Progress or SCEan affiliate of Duke Energy Progress, acting as Successor Servicer, as the case may be, by the Issuer Issuer, the Commission (with a copy to the Indenture Trustee) or to the Servicer or SCEDuke Energy Progress, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer a Responsible Officer of the Servicer; or; (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or; (d) any representation or warranty made by the Servicer in this Servicing Agreement or any other Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) 60 days after the date on which (Ai) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee (with a copy of such notice being provided promptly upon receipt by the Servicer to the Commission), or (Bii) such failure is discovered by an officer a Responsible Officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or SCEServicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture TrusteeTrustee shall, or upon receiving the written instruction of either (i) Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Storm Recovery BondsBonds or (ii) the Commission, subject to the terms of the Intercreditor Agreements, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the BondholdersHolders) (a “Termination Notice”) may ), terminate all the rights and obligations (other than the obligations set forth in Section 6.02 and the obligation under Section 7.02 to continue performing its functions as Servicer until a Successor Servicer is appointed) of the ServicerServicer under this Servicing Agreement and under the Intercreditor Agreements; provided, subject to compliance with Section 7.02however the Indenture Trustee shall not give a Termination Notice upon instruction of the Commission unless the Rating Agency Condition is satisfied. In addition, upon a Servicer Default described in Section 7.01(a), each the Holders and the Indenture Trustee as financing parties under the Storm Recovery Law (or any of the following their representatives) shall be entitled to apply to the CPUC Commission or a court of appropriate jurisdiction for an order for sequestration and payment of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Storm Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Servicing Agreement, whether with respect to the Storm Recovery Bonds, the Storm Recovery Property, the Fixed Storm Recovery Charges or otherwise, shall, without further action, pass to and be vested in such successor Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Storm Recovery Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Servicing Agreement, including the transfer to the successor Successor Servicer for administration by it of all Storm Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Storm Recovery Property or the Fixed Storm Recovery Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Storm Recovery Property Records to the successor Successor Servicer. In case a successor Successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s attorneys’ fees and expenses) incurred in connection with transferring the Storm Recovery Property Records to the successor Successor Servicer and amending this Servicing Agreement and the Intercreditor Agreements to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE Duke Energy Progress as Servicer shall not terminate SCE’ Duke Energy Progress’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

Servicer Default. If any one or more of the following events (each, a “"Servicer Default”") shall occur and be continuing: (a) : any failure by the Servicer to remit to the Collection Account for any Series on behalf of the Issuer any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) any orany failure on the part of the Servicer or, so long as the Servicer is SCE EGSI or an Affiliate affiliate thereof, any failure on the part of SCEEGSI, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or SCEEGSI, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or SCEEGSI, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or SCEEGSI, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (c) any orany failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Daysdays; or (d) or any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (e) an oran Insolvency Event occurs with respect to the Servicer or SCEEGSI; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, Trustee shall upon the instruction of the PUCT (acting on behalf of Customers) or the of Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Recovery BondsTransition Bonds of all Series, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the BondholdersHolders) (a “"Termination Notice”) may "), terminate all the rights and obligations (other than the obligations set forth in Section 6.02 and the obligation under Section 7.02 to continue performing its functions as Servicer until a successor Servicer is appointed) of the Servicer, subject to compliance with Section 7.02Servicer under this Agreement. In addition, upon a Servicer Default described in Section 7.01(a), each the Holders and the Indenture Trustee as financing parties under the Securitization Law (or any of the following their representatives) shall be entitled to (i) apply to the CPUC district court of ▇▇▇▇▇▇ County, Texas for sequestration and payment of revenues arising with respect to the Recovery Transition Property: , (iii) foreclose on or otherwise enforce the holders lien and security interests in any Transition Property and (iii) apply to the PUCT for an order that amounts arising from the Transition Charges be transferred to a separate account for the benefit of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Secured Parties, in accordance with the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Transition Bonds, the Recovery Transition Property, the Fixed Recovery Transition Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Transition Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Transition Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Transition Property or the Fixed Recovery Transition Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Transition Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s 's fees and expenses) incurred in connection with transferring the Recovery Transition Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE EGSI as Servicer shall not terminate SCE’ EGSI's rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to remit to the Collection Account on behalf of the Issuer any required remittance that shall continue unremedied for a period of five (5) 5 Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) any failure on the part of the Servicer or, so long as the Servicer is SCE KGS or an Affiliate thereof, any failure on the part of SCEKGS, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or SCEKGS, as the case may be, set forth in this Servicing Agreement (other than as provided in clause (aSection 7.01(a) of this or Section 7.017.01(c)) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) 30 days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or SCEKGS, as the case may be, by the Issuer Issuer, the Commission (with a copy to the Indenture Trustee) or to the Servicer or SCEKGS, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer a Responsible Officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) 5 Business Days; or (d) any representation or warranty made by the Servicer in this Servicing Agreement or any other Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) 60 days after the date on which (Ai) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee (with a copy of such notice being provided promptly upon receipt by the Servicer to the Commission), or (Bii) such failure is discovered by an officer a Responsible Officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or SCEServicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture TrusteeTrustee shall, or upon the instruction of Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Recovery Bonds, Securitized Utility Tariff Bonds by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Bondholders) (a Holders)(a “Termination Notice”) may ), terminate all the rights and obligations (other than the obligations set forth in Section 6.02 and the obligation under Section 7.02 to continue performing its functions as Servicer until a successor Servicer is appointed) of the Servicer, subject to compliance with Section 7.02Servicer under this Servicing Agreement. In addition, upon a Servicer Default described in Section 7.01(a), each the Holders and the Indenture Trustee as financing parties under the Securitization Law (or any of the following their representatives) shall be entitled to apply to the CPUC Commission or a court of appropriate jurisdiction for an order of sequestration and payment of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery Securitized Utility Tariff Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Servicing Agreement, whether with respect to the Recovery Securitized Utility Tariff Bonds, the Recovery Securitized Utility Tariff Property, the Fixed Recovery Securitized Utility Tariff Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Securitized Utility Tariff Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Servicing Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Securitized Utility Tariff Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Securitized Utility Tariff Property or the Fixed Recovery Securitized Utility Tariff Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Securitized Utility Tariff Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s attorneys’ fees and expenses) incurred in connection with transferring the Recovery Securitized Utility Tariff Property Records to the successor Servicer and amending this Servicing Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE KGS as Servicer shall not terminate SCE’ KGS’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to remit to deposit in the Collection Deposit Account on behalf of the Issuer any required remittance that shall continue payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer Owner Trustee or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) any failure on the part of by the Servicer or, so long as or the Servicer is SCE or an Affiliate thereof, any failure on the part of SCESeller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or SCE, the Seller (as the case may be, ) set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a partyDocument, which failure shall (i) materially and adversely affect the rights of the Holders Certificateholders or Noteholders and (ii) continue unremedied for a period of sixty (60) 60 days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or SCE, the Seller (as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or SCE, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer Owner Trustee or the Indenture Trustee or (B) such failure is discovered to the Servicer or the Seller (as the case may be) and the Indenture Trustee by an officer the Holders of Notes, evidencing not less than 25% of the ServicerOutstanding Amount of the Notes, or if the Notes are no longer Outstanding, Certificateholders of Certificates evidencing Percentage Interests aggregating not less than 25% of the Certificates; or (ec) the occurrence of an Insolvency Event occurs with respect to the Seller, the Servicer or SCEChrysler Residual Holdco LLC; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, Trustee or the Holders of Recovery Bonds Notes evidencing not less than a majority of the Outstanding Amount of the Recovery BondsNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Bondholders) (a “Termination Notice”Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer, subject to compliance with Section 7.02. In addition, upon a Servicer Default described in Section 7.01(a), each of the following shall be entitled to apply to the CPUC for sequestration and payment of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery Propertythis Agreement. On or after the receipt by the Servicer of a Termination Noticesuch written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery BondsNotes, the Recovery Property, the Fixed Recovery Charges Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 7.028.02; and, without limitation, the Indenture Trustee is and the Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Noticenotice of termination, whether to complete the transfer and endorsement of the Recovery Property Records Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer Indenture Trustee and the Indenture Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittancedeposit, or shall thereafter be received by it with respect to the Recovery Property or the Fixed Recovery Chargesany Receivable. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all All reasonable costs and expenses (including reasonable attorney’s fees and expensesattorneys’ fees) incurred in connection with transferring the Recovery Property Records Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE Any successor Servicer (including the Indenture Trustee as Servicer successor Servicer) shall not terminate SCE’ rights or provide the Seller in writing with such information as is reasonably requested by the Seller to comply with its reporting obligations under the Sale Agreement (except rights thereunder deriving from its rights as Exchange Act with respect to such Servicer. Upon receipt of notice of the occurrence of a Servicer hereunder)Default, the Owner Trustee shall give notice thereof to the Rating Agencies.

Servicer Default. If any one or more Each of the following events (each, is a “"Servicer Default”) shall occur and be continuing": (a) any failure by the Servicer (or the Seller, so long as TMCC is the Servicer) to remit deliver to the Relevant Trustee for deposit in the Collection Account, Payahead Account on behalf of the Issuer or Reserve Fund any required remittance that shall continue payment or to direct the Relevant Trustee to make any required payment or distribution therefrom, which failure continues unremedied for a period of five (5) three Business Days after discovery of the failure by an officer of the Servicer or written notice of such failure is received (i) by the Servicer (or the Seller, so long as TMCC is the Servicer) from the Issuer Owner Trustee or the Indenture Trustee or after discovery (ii) to the Seller or the Servicer, as the case may be, and to the applicable Owner Trustee and Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Class A Notes, acting as a single Class, excluding for purposes of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any of their Affiliates (provided that such event will not be a Servicer Default if (A) such failure or delay is caused by an event of force majeure, (B) does not continue for more than 10 Business Days, (C) during such period the Servicer uses all commercially reasonable efforts to perform its obligations under this Agreement and (D) the Servicer provides to the Owner Trustee, Indenture Trustee, Seller and Securityholders prompt notice of such failure by an officer or delay that includes a description of the Servicer; or's efforts to remedy such failure or delay); (b) any failure on the part of by the Servicer or, so long as or the Servicer is SCE or an Affiliate thereof, any failure on the part of SCESeller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or SCEthe Seller (as the case may be) set forth in this Agreement, which failure shall materially and adversely affect the rights of Certificateholders or Noteholders and shall continue unremedied for a period of 90 days after the date on which written notice of such failure is received (i) by the Servicer (or the Seller, so long as TMCC is the Servicer) from the Owner Trustee or the Indenture Trustee or (ii) to the Seller or the Servicer, as the case may be, set forth in this Agreement (other and to the Owner Trustee and Indenture Trustee by the holders of Notes evidencing not less than 25% of the Class A Notes, acting together as provided in clause (a) a single Class, excluding for purposes of this Section 7.01) such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or SCE, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or SCE, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicertheir Affiliates; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) occurrence of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer. At any time when a Servicer or SCE; then, Default has occurred and in each and every caseis continuing, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, Trustee or the Holders of Recovery Bonds Notes evidencing not less than a majority 51% of the Outstanding Amount of the Recovery BondsClass A Notes acting as a single Class, excluding for purposes of such calculation and action all Securities held or beneficially owned by TMCC, TAFR LLC or any of their Affiliates, by notice then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Bondholders) (a “Termination Notice”Noteholders) may terminate all the rights and obligations of (other than the Servicer, subject to compliance with Section 7.02. In addition, upon a Servicer Default described obligations set forth in Section 7.01(a), each of 7.02 hereof and the following shall be entitled to apply to the CPUC for sequestration and payment of revenues arising with respect to the Recovery Property: (irights set forth in Section 7.04 hereof) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement. By the same required vote, whether with respect the Noteholders specified in the prior sentence may waive any such Servicer Default (other than a default in the making of any required deposits or payments from or to the Recovery BondsCollection Account, the Recovery PropertyReserve Account or Payahead Account) for a specified period or permanently. Upon any such waiver of a past default, the Fixed Recovery Charges or otherwise, shall, without further action, pass such default shall cease to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instrumentsexist, and any Servicer Default arising therefrom shall be deemed to do or accomplish all other acts or things necessary or appropriate to effect the purposes have been remedied for every purpose of such Termination Notice, whether to complete the transfer of the Recovery Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer . No such waiver shall extend to the successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, any subsequent or shall thereafter be received by it with respect to the Recovery Property other default or the Fixed Recovery Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Recovery Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE as Servicer shall not terminate SCE’ rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder)impair any right consequent thereto.

Servicer Default. If any one or more of the following events (each, a “"Servicer Default”") shall occur occurs and be is continuing: (a) any failure by the Servicer to remit to the Collection Account Trustee, on behalf of the Issuer Issuer, any required remittance that shall continue continues unremedied for a period of five (5) Business Days after the date it is required to be paid; or (b) any failure by the Servicer duly to observe or perform in any material respect any other covenant or agreement of the Servicer set forth in this Servicing Agreement or any other Basic Document to which the Servicer is a party, which failure: (i) materially and adversely affects the Transferred Bondable Transition Property or the rights of the Transition Bondholders; and (ii) continues unremedied for a period of sixty days after written notice of such failure is received has been given to the Servicer by the Servicer from Issuer, the Issuer Trustee or the Indenture Trustee Holders of not less than twenty-five percent of the Outstanding principal balance of the Transition Bonds of all Series and Classes, acting together as a single class, or after discovery of such failure by an officer of the Servicer; or (b) any failure on the part of the Servicer or, so long as the Servicer is SCE or an Affiliate thereof, any failure on the part of SCE, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or SCE, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or SCE, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or SCE, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or (d) any representation or warranty made by the Servicer in this Servicing Agreement or any Basic Document shall prove proves to have been incorrect in a material respect when made, which has a material adverse effect on the Holders Issuer or the Transition Bondholders and which material adverse effect continues unremedied for a period of sixty (60) days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have thereof has been delivered given to the Servicer (with a copy to the Indenture Trustee) by the Issuer Issuer, the Trustee or the Indenture Trustee Holders of not less than twenty-five percent of the Outstanding principal balance of the Transition Bonds of all Series and Classes, acting together as a single class, or (B) after discovery of such failure is discovered by an officer of the Servicer, as the case may be; or (ed) an Insolvency Event occurs with respect to the Servicer or SCEServicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, or with the consent of the Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount principal balance of the Recovery BondsTransition Bonds of all Series and Classes, voting together as a single class, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Bondholders) (a “"Termination Notice”) "), may terminate all the rights and obligations (other than the indemnification obligations set forth in Section 5.02 hereof and the obligation under Section 6.04 to continue performing its functions as Servicer until a Successor Servicer is appointed) of the Servicer, subject to compliance with Section 7.02Servicer under this Servicing Agreement. In addition, upon a Servicer Default described in Section 7.01(a)because of a failure to make required remittances, the Issuer and the Trustee shall each of the following shall be entitled to apply to the CPUC BPU or any court of competent jurisdiction for sequestration and payment to the Trustee of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery Transferred Bondable Transition Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Servicing Agreement, whether with respect to the Recovery Bonds, the Recovery Transferred Bondable Transition Property, the Fixed Recovery Charges related Transition Bond Charge or otherwise, shall, upon appointment of a Successor Servicer pursuant to Section 6.04, without further action, pass to and be vested in such successor Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Bondable Transition Property Records Documentation and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Successor Servicer, the Issuer Trustee and the Indenture Trustee Issuer in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Servicing Agreement, including the transfer to the successor Successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Transferred Bondable Transition Property or the Fixed Recovery Chargesrelated Transition Bond Charge. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Bondable Transition Property Records Documentation to the successor Successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all All reasonable costs and expenses (including reasonable attorney’s attorneys' fees and expenses) incurred in connection with transferring the Recovery Bondable Transition Property Records Documentation to the successor Successor Servicer and amending this Servicing Agreement to reflect such succession as Servicer pursuant to this Section 6.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE JCP&L as Servicer shall not terminate SCE’ JCP&L's rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder)Agreement.

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to remit to the Collection Account Indenture Trustee on behalf of the Issuer any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the ServicerTrustee; or (b) any failure on the part of by the Servicer or, so long as the Transferor and the Servicer is SCE or an Affiliate thereofare the same Person, any failure on the part of SCETransferor, as the case may beapplicable, duly to observe or to perform in any material respect any covenants other covenant or agreements agreement of the Servicer or SCEthe Transferor, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the Transferred Environmental Control Property or the rights of the Holders Environmental Control Bondholders and (ii) continue unremedied for a period of sixty (60) 60 days after the date on which (A) written notice of such failure, requiring the same to be remedied, failure shall have been given to the Servicer Servicer, the PSCWV or SCEthe Transferor, as the case may be, by the Issuer (with a copy to or the Indenture Trustee) Trustee or to after discovery of such failure by an officer of the Servicer Servicer, the PSCWV or SCEthe Transferor, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders Issuer or the Environmental Control Bondholders and which material adverse effect continues unremedied for a period of sixty (60) 60 days after the date on which (A) written notice thereof, requiring the same to be remedied, thereof shall have been delivered given to the Servicer (with a copy to by the Issuer, the PSCWV or the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (ed) an Insolvency Event occurs with respect to the Servicer or SCEServicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, as assignee of the Issuer, may, or at the Holders direction of Recovery Bonds evidencing not less than the Environmental Control Bondholders of a majority of the Outstanding Amount principal amount of the Recovery BondsEnvironmental Control Bonds of all Series or by the PSCWV, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Bondholders) (a “Termination Notice”) may shall terminate all the Servicer’s rights and obligations (other than the indemnification obligations set forth in Section 5.02 hereof and the Servicer’s obligation under Section 6.04 to continue performing its functions as Servicer until a Successor Servicer is appointed) of the Servicer, subject to compliance with Section 7.02Servicer under this Agreement. In addition, upon a Servicer Default described in Section 7.01(a6.01(a), each of the following shall be entitled to Issuer or the Indenture Trustee may apply to the CPUC for PSCWV or any court of competent jurisdiction to order the sequestration and payment of revenues Environmental Control Charge Collections arising with respect to the Recovery Property: (i) Transferred Environmental Control Property for the holders benefit of any Recovery Bonds the Environmental Control Bondholders, the Issuer, the Indenture Trustee, and any Indenture other assignee and financing parties (each as defined in the Statute). The Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 shall not give a Termination Notice upon instruction of the Securitization Law, of PSCWV unless the Recovery PropertyRating Agency Condition is satisfied. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Bonds, the Recovery Transferred Environmental Control Property, including the Fixed Recovery Charges Environmental Control Charges, or otherwise, shall, upon appointment of a Successor Servicer pursuant to Section 6.04, without further action, pass to and be vested in such successor Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete including, but not limited to, completing the transfer of the Recovery Transferred Environmental Control Property Records Documentation and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Successor Servicer, the Issuer Indenture Trustee and the Indenture Trustee Issuer in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be are then held by the predecessor Servicer for remittanceremittance to the Collection Account or the Transferor, or shall that are thereafter be received by it with respect to the Recovery Property or the Fixed Recovery Chargesit. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Transferred Environmental Control Property Records Documentation to the successor Successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all All reasonable costs and expenses (including reasonable attorney’s attorneys fees and expenses) incurred in connection with transferring the Recovery Environmental Control Property Records Documentation to the successor Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE Mon Power as Servicer shall not terminate SCE’ Mon Power’s rights or obligations as Transferor under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder)Transfer Agreement.

Servicer Default. If The occurrence of any one or more of the following events shall constitute a Servicer default (each, a “Servicer Default”) shall occur and be continuing:): (a) any failure by the Servicer (or, for so long as Conn Appliances is the Servicer, Conn Appliances) to remit make any payment, transfer or deposit under this Agreement or any other Servicer Transaction Document or to provide the Monthly Servicer Report to the Collection Account Trustee to make such payment, transfer, or deposit or any withdrawal on behalf of or before the Issuer any required remittance that shall continue unremedied for a period of date occurring five (5) Business Days days after written the date such payment, transfer, deposit, instruction or notice is required to be made or given, as the case may be, under the terms of such failure is received this Agreement or any other Servicer Transaction Document (or in the case of a payment, transfer, deposit, instruction or notice to be made or given with respect to any Interest Period, by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; orrelated Payment Date); (b) any failure on the part of the Servicer (or, for so long as the Servicer is SCE or an Affiliate thereofConn Appliances, any failure on the part of SCE, as the case may be, Conn Appliances) to duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or SCE, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a partyServicer Transaction Document, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue continues unremedied for a period of sixty thirty (6030) days after the earlier of discovery by the Servicer or the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or SCE, as the case may be, by the Issuer (with a copy to Trustee, the Indenture Trustee) Receivables Trust, the Receivables Trust Trustee or to the Issuer; or the Servicer or SCEshall assign its duties under this Agreement, except as the case may be, permitted by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; orArticle II; (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth thereinrepresentation, which failure continues unremedied for a period of five (5) Business Days; or (d) any representation warranty or warranty certification made by the Servicer in this Agreement or any Basic other Servicer Transaction Document or in any certificate delivered pursuant to this Agreement or any other Servicer Transaction Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders made and which material adverse effect continues unremedied for a period of sixty thirty (6030) days after the date on which (A) the Servicer has actual knowledge thereof or on which written notice thereof, requiring the same to be remedied, shall have been delivered given to the Servicer (with a copy to the Indenture Trustee) by the Issuer Trustee, the Issuer, the Receivables Trust or the Indenture Trustee Receivables Trust Trustee; (d) the Servicer shall become the subject of any Event of Bankruptcy or shall voluntarily suspend payment of its obligations; (Be) such failure for so long as Conn Appliances is discovered by an officer of the Servicer, the failure of Consolidated Parent to maintain Consolidated Net Worth of at least the sum of $250,000,000; or (ef) an Insolvency Event occurs with respect to at any time that Conn Appliances is Servicer, a final judgment or judgments for the Servicer or SCE; then, and payment of money in each and every case, so long as excess of $7,500,000 in the Servicer Default aggregate shall not have been remedied, either the Indenture Trustee, or the Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Recovery Bonds, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Bondholders) (a “Termination Notice”) may terminate all the rights and obligations of the Servicer, subject to compliance with Section 7.02. In addition, upon a Servicer Default described in Section 7.01(a), each of the following shall be entitled to apply to the CPUC for sequestration and payment of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Securitization Law; (ii) rendered against the Issuer or its assignees; or Conn Appliances and the same shall have remained unsatisfied and in effect, without stay of execution, for a period of thirty (iii30) pledgees or transferees, including transferees under Section 850.4 of the Securitization Law, of the Recovery Property. On or consecutive days after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Bonds, the Recovery Property, the Fixed Recovery Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Property Records and related documents, or otherwise. The predecessor Servicer period for appellate review shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Property or the Fixed Recovery Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Recovery Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of SCE as Servicer shall not terminate SCE’ rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder)have elapsed.