Common use of Servicer Default Clause in Contracts

Servicer Default. If any one of the following events (a "Servicer Default") occurs and is continuing: (a) any failure by the Servicer to remit to the Trustee, on behalf of the Issuer, any required remittance that continues unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Issuer or the 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 (c) any representation or warranty made by the Servicer in this Agreement proves to have been incorrect when made, which has a material adverse effect on the Issuer or the Securitization Bondholders and which material adverse effect continues unremedied for a period of 60 days after the date on which written notice thereof has been given to the Servicer by the Issuer or the Trustee or after discovery of such failure by an officer of the Servicer, as the case may be; or (d) an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, the Trustee, with the consent of the Holders of a majority of the outstanding principal amount of the Securitization Bonds of all Series, but subject to the provisions of the Intercreditor Agreement, by notice then given in writing to the Servicer (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 under this Agreement. In addition, upon a Servicer Default specified in Section 6.01(a) above, the Issuer and the Trustee shall be entitled to apply to the MPSC or any court of competent jurisdiction for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization 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 Transferred Securitization Property, the 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 and, without limitation, the 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 Securitization Property Documentation and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Trustee and the 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 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 Transferred Securitization Property or the related Securitization Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Property Documentation to the successor Servicer. All reasonable costs and expenses (including attorneys fees and expenses) incurred in connection with transferring the Securitization Property 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 Consumers as Servicer shall not terminate Consumers' rights or obligations under the Sale Agreement.

Servicer Default. If any one or more of the following events (a "“Servicer Default"”) occurs and is continuing: (a) any failure by the Servicer to remit to the TrusteeCollection Account, on behalf of the Issuer, any required remittance by the date that 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 Trustee; orIndenture Trustee or after discovery of such failure by a Responsible Officer of the Servicer; (b) any failure by the Servicer to duly to observe or perform in any material respect any other covenant or agreement of the Servicer set forth in this AgreementAgreement (other than as provided in Section 7.01(a) or (c)) or any other Basic Document to which it is a party in such capacity, which failure: (i) materially and adversely affects the Transferred Securitization Storm Recovery Property or the timely collection of the Storm Recovery Charges or the rights of the Securitization Storm Recovery Bondholders, and (ii) continues unremedied for a period of 60 days after the date on which written notice of such failure has thereof shall have been given to the Servicer by the Indenture Trustee (acting at the written direction of the Majority Holders), the LPSC (with a copy to the Indenture Trustee) or the Issuer or by the Trustee or after discovery of such failure by an officer of a Servicer Responsible Officer, as the Servicer; orcase may be; (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; (d) any representation or warranty made by the Servicer in this Agreement or any other Basic Document proves to have been incorrect in any material respect when made, which has a material adverse effect on the Issuer or the Securitization Bondholders Storm Recovery Bondholders, and which material adverse effect continues unremedied for a period of 60 days after the date on which written notice thereof has shall have been given to the Servicer by the Issuer (with a copy to the Indenture Trustee) or the Indenture Trustee (acting at the written direction of the Majority Holders) or after discovery of such failure by an officer of the Servicera Servicer Responsible Officer, as the case may be; or (de) an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, the Trustee, Indenture Trustee shall upon the written instruction of the Majority Holders and with the Issuer’s prior written consent of the Holders of a majority of the outstanding principal amount of the Securitization Bonds of all Series(which shall not be unreasonably withheld), but subject to the provisions of the Intercreditor Agreement, by notice then given in writing to the Servicer (a "Termination Notice") may terminate all the rights and obligations (other than the indemnification obligations set forth in Section 5.02 6.02 hereof and the obligation under Section 6.04 7.04 to continue performing its functions as Servicer until a successor Successor Servicer is appointed) of the Servicer under this Agreement by notice then given in writing to the Servicer (a “Termination Notice”). The appointment of any Successor Servicer shall be subject to the terms and provisions of the Intercreditor Agreement. In addition, upon a Servicer Default specified in Section 6.01(a) aboveDefault, the Issuer Storm Recovery Bondholders and the Indenture Trustee (acting at the written direction of the Majority Holders) shall be entitled to (i) apply to the MPSC or any court 19th Judicial District Court for the Parish of competent jurisdiction East Baton Rouge, Louisiana, for sequestration and payment to the Indenture Trustee of revenues arising with respect to the Transferred Storm Recovery Property, (ii) foreclose on or otherwise enforce the Lien on and security interests in the Storm Recovery Property and (iii) 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 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 Transferred Securitization Storm Recovery Property, the related Securitization Storm Recovery Charges or otherwise, shall, upon appointment of a successor Successor Servicer pursuant to Section 6.047.04, without further action, pass to and be vested in such successor Successor Servicer 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 Securitization Storm Recovery Property Documentation and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Successor Servicer, the Indenture Trustee and the 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 Documentation and 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 Transferred Securitization Storm Recovery Property or the related Securitization Storm Recovery Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Storm Recovery Property Documentation to the successor Successor Servicer. All If a Successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including attorneys reasonable attorneys’ fees and expenses) incurred in connection with transferring the Securitization Storm Recovery Property Documentation to the successor 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. 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 Consumers SWEPCO’s rights as a Servicer shall not terminate Consumers' SWEPCO’s rights or obligations in its individual capacity under the Sale AgreementAgreement (except rights thereunder deriving from its rights as the Servicer hereunder).

Servicer Default. If any one of the following events (each, a "Servicer Default") occurs shall occur and is be continuing: (a) any failure by the Servicer to remit to the applicable Trustee, on behalf of the 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 continues unremedied for a period of five Business Days after written notice of such failure is received by the Servicer and the Commission from the Issuer or the 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 Transferred Securitization Storm-Recovery 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 Issuer, the Commission or by the applicable Trustee or after discovery of such failure by an officer of the Servicer; or (c) any representation or warranty made by the Servicer in this Agreement proves to have been incorrect when made, which has a material adverse effect on the Issuer or the Securitization Bondholders and which material adverse effect continues unremedied for a period of 60 days after the date on which written notice thereof has been given to the Servicer by the Issuer Issuer, the Commission or the applicable Trustee or after discovery of such failure by an officer of the Servicer, as the case may be; or (d) an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, the TrusteeTrustee shall, with at the consent direction of the Holders of a majority of the outstanding principal amount Outstanding Amount of the Securitization Storm-Recovery Bonds of all Series, but subject to any Series or by the provisions of the Intercreditor AgreementCommission, by notice then given in writing to the Servicer (a "Termination Notice") may ), terminate all the rights and obligations (other than the indemnification obligations set forth in Section 5.02 hereof 6.02 and the obligation under Section 6.04 7.04 to continue performing its functions as Servicer until a successor Successor Servicer is appointed) of the Servicer under this Agreement. In addition, upon a Servicer Default specified in Section 6.01(a) aboveDefault, the Issuer and the applicable Trustee shall be entitled to apply to the MPSC Commission or any court of competent jurisdiction for sequestration and payment to the applicable Trustee of revenues arising with respect to the Transferred Securitization applicable Storm-Recovery Property. The Trustee shall not give a Termination Notice upon instruction of the Commission unless the Rating 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 Transferred Securitization Storm-Recovery Property, the related Securitization Storm-Recovery Charges or otherwise, shall, upon appointment of a successor Successor Servicer pursuant to Section 6.047.04, without further action, pass to and be vested in such successor Successor Servicer and, without limitation, the 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 Securitization Storm-Recovery Property Documentation Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Successor Servicer, the each Trustee and the 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 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 Transferred Securitization Storm-Recovery Property or the related Securitization Storm-Recovery Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Storm-Recovery Property Documentation Records to the successor Successor Servicer. All reasonable costs and expenses (including attorneys fees and expenses) incurred in connection with transferring the Securitization Storm-Recovery Property Documentation Records to the successor Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 6.01 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of Consumers FPL as Servicer shall not terminate Consumers' FPL's rights or obligations under the Sale AgreementAgreement or any other Basic Document to which FPL is a party.

Servicer Default. If any one of the following events (each a "“Servicer Default"”) occurs shall occur and is be continuing: (a) any failure by the Servicer to remit to the Trustee, cause all payments by or on behalf of Customers, including all Charge Collections (from whatever source), received by the Issuer, Servicer to be deposited into the Allocation Account as provided in Section 5.11 or any failure to cause the Allocation Agent to transfer to the Bond Trustee any required remittance Daily Remittance and cause other amounts received from Collateral to be deposited to the Collections Account pursuant to Section 3.03 hereof that continues shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Bond Issuer or the Bond 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 Restructuring 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 Bond Issuer, the Authority, the Allocation Agent, the Administrator or by the Bond Trustee or after discovery of such failure by an officer of the Servicer; or (c) any representation or warranty made by the Servicer in this Agreement proves to have been incorrect when made, which has a material adverse effect on the Bond Issuer or the Securitization Bondholders and which material adverse effect continues unremedied for a period of 60 days after the date on which written notice thereof has been given to the Servicer by the Issuer Bond Issuer, the Authority or the Bond Trustee or after discovery of such failure by an officer of the Servicer, as the case may be; or (d) an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the TrusteeBond Trustee may, with or shall upon the consent written instruction of the Authority (acting on behalf of Customers) or the Holders of a majority of the outstanding principal amount of the Securitization Bonds of all Series, but subject to the provisions of the Intercreditor AgreementBonds, by notice then given in writing to the Servicer (and to the Bond 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 under this Agreement. In addition, upon a Servicer Default specified in Section 6.01(a) aboveDefault, the Issuer and the Trustee any interested person shall be entitled to apply to the MPSC or any court of competent jurisdiction in New York for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization Restructuring 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 Transferred Securitization Restructuring Property, the related Securitization Charges 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 and, without limitation, the Bond 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 Securitization Restructuring Property Documentation and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Trustee Bond Trustee, the Bond Issuer and the Issuer Allocation Agent 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 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 Transferred Securitization Restructuring Property or the related Securitization ChargesCharge. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Restructuring Property Documentation to the successor Servicer. All reasonable costs and expenses (including attorneys fees and expenses) incurred in connection with transferring the Securitization Restructuring Property 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 Consumers as Servicer shall not terminate Consumers' rights or obligations under the Sale Agreement.

Servicer Default. If any one of the following events (a "Servicer Default") occurs shall occur and is be continuing: (a) any failure by the Servicer to remit to the Trustee, any Bond Trustee on behalf of the Issuer, an Issuer any required remittance that continues shall continue unremedied for a period of five three Business Days after written notice of such failure is received by the Servicer from the such Issuer or the Bond Trustee; or (b) any failure by the Servicer or, so long as the Seller and the Servicer are the same Person, the Seller, as applicable, duly to observe or perform in any material respect any other covenant or agreement of the Servicer or the Seller, as the case may be, set forth in this AgreementAgreement or any other Basic Document to which it is a party, which failure: failure shall (i) materially and adversely affects affect the Transferred Securitization Intangible Transition Property or the rights of the Securitization Bondholders, and and (ii) continues continue unremedied for a period of 60 30 days after written notice of such failure has shall have been given to the Servicer or the Seller, as the case may be, by the any Issuer or by the any Bond Trustee or after discovery of such failure by an officer of the ServicerServicer or the Seller, as the case may be; or (c) any representation or warranty made by the Servicer in this Agreement proves shall prove to have been incorrect when made, which has a material adverse effect on any of the Issuer Issuers or the Securitization Transition Bondholders and which material adverse effect continues unremedied for a period of 60 days after the date on which written notice thereof has shall have been given to the Servicer by the any Issuer or the Trustee or after discovery of such failure by an officer of the Servicer, as the case may beany Bond Trustee; or (d) an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, Bond Trustees, as assignees of the Trusteeapplicable Issuers, with the consent of the respect to Holders of a majority of the outstanding principal amount of the Securitization Bonds of all Series, but subject to the provisions of the Intercreditor AgreementTransition Bonds, by notice then given in writing to the Servicer (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 6.02 to continue performing its functions as Servicer until a successor Servicer is appointed) of the Servicer under this AgreementAgreement with respect to all the Issuers. In addition, upon a Servicer Default specified described in Section 6.01(a) above), each of the Issuer and the Trustee following shall be entitled to apply to the MPSC or any court of competent jurisdiction PUC for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization 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 Transferred Securitization Property, the 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 and, without limitation, the 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 Securitization Property Documentation and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Trustee and the 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 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 Transferred Securitization Property or the related Securitization Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Property Documentation to the successor Servicer. All reasonable costs and expenses (including attorneys fees and expenses) incurred in connection with transferring the Securitization Property 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 Consumers as Servicer shall not terminate Consumers' rights or obligations under the Sale Agreement.Serviced Intangible

Servicer Default. If any In case one or more of the following events of default by a Servicer (each, a "Servicer Default") occurs shall occur and be continuing, that is continuingto say: (ai) any failure by the Servicer GMACM to remit to the Trustee, on behalf Trustee any payment required to be made under the terms of the Issuer, any required remittance that this Agreement which continues unremedied for a period of five three Business Days after written notice of such failure is received by the Servicer from the Issuer or the TrusteeDays; or (bii) any failure by on the Servicer part of GMACM to duly to observe or perform in any material respect any other covenant or agreement of the Servicer covenants or agreements on the part of GMACM set forth in this Agreement, which failure: (i) materially and adversely affects the Transferred Securitization Property or the rights breach 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 (c) any representation or warranty made by the Servicer in this Agreement proves to have been incorrect when made, which has a material adverse effect on the Issuer or the Securitization Bondholders and which material adverse effect continues continue unremedied for a period of 60 sixty days after the date on which written notice thereof has of such failure, requiring the same to be remedied, shall have been given to the Servicer GMACM by the Issuer or the Trustee or after discovery to GMACM and the Trustee by the holders of such failure by an officer Certificates evidencing not less than 25% of the Servicer, as Voting Rights evidenced by the case may beCertificates; or (diii) an Insolvency Event occurs with respect 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 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 GMACM and such decree or order shall have remained in force undischarged or unstayed for a period of sixty days; or (iv) GMACM shall consent to the Servicerappointment 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 GMACM or of or relating to all or substantially all of its property; or (v) GMACM 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) GMACM attempts to assign its right to servicing compensation hereunder (other than any payment by GMACM to the Seller of any portion of the Servicing Fee payable to GMACM as provided in a separate side letter between the Seller and GMACM) or GMACM 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) GMACM 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 GMACM's ability to perform its obligations hereunder; or (viii) a default by M&T under the M&T Servicing Agreement; then, and in each and every such case, so long as the a Servicer Default shall not have been remedied, the Trustee, with the consent of the Holders of a majority of the outstanding principal amount of the Securitization Bonds of all Series, but subject to the provisions of the Intercreditor Agreement, by notice then given in writing to the related Servicer (shall with respect to a "Termination Notice"payment default by the related Servicer pursuant to Section 8.01(i) of this Agreement or pursuant to the M&T Servicing Agreement, as applicable, 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 or under the M&T Servicing Agreement and at law or equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations (other than of GMACM under this Agreement and in and to the indemnification obligations set forth in Section 5.02 hereof related Mortgage Loans and the obligation proceeds thereof without compensating GMACM for the same with respect to a default by GMACM, or terminate all the rights and obligations of M&T under Section 6.04 the M&T Servicing Agreement and in and to continue performing its functions the related Mortgage Loans in accordance with the M&T Servicing Agreement with respect to a default by M&T, as Servicer until a successor Servicer is appointed) of applicable; provided, that in addition to the Servicer under this Agreement. In additionnotice provided for in the preceding sentence, upon a Servicer Default specified in Section 6.01(a) above, the Issuer and the Trustee shall be entitled first provide written notice to apply to M&T within two Business Days following the MPSC or any court occurrence of competent jurisdiction for sequestration and a payment to default by M&T in accordance with the Trustee of revenues arising with respect to the Transferred Securitization PropertyM&T Servicing Agreement. On or after the receipt by the a Servicer of a Termination Noticesuch written notice, all authority and power of the such Servicer under this Agreement or the M&T Servicing Agreement, as applicable, whether with respect to the Transferred Securitization Property, the related Securitization Charges Mortgage Loans or otherwise, shall, upon appointment of a successor Servicer pursuant to Section 6.04, without further action, shall pass to and be vested in such successor Servicer and, without limitationthe Trustee. Upon written request from the Trustee, the Trustee is hereby authorized and empowered to related 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 Securitization Property Documentation related Mortgage Loans and related documents, or otherwise, at such Servicer's sole expense. The predecessor Servicer GMACM, pursuant to this Agreement or M&T pursuant to the M&T Servicing Agreement, shall cooperate with the successor Servicer, the Trustee and the Issuer in effecting the termination of the related Servicer's responsibilities and rights of hereunder or under the predecessor Servicer under this M&T Servicing Agreement, including as applicable, including, without limitation, the transfer to the such successor Servicer for administration by it of all cash amounts that which shall at the time be held credited by the predecessor defaulting Servicer for remittance, to its Custodial Account or shall Escrow Account or thereafter be received by it with respect to the Transferred Securitization related 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 or under the related Securitization ChargesM&T Servicing Agreement on or prior to the date of such termination, whether in respect of Advances, Servicing Advances, accrued and unpaid Servicing Fees or otherwise, and shall continue to be entitled to the benefits of Section 7.04, notwithstanding any such termination, with respect to events occurring prior to such termination). As soon as practicable after receipt The Trustee shall not have knowledge of a Servicer Default unless a Responsible Officer of the Trustee has actual knowledge or unless written notice of any Servicer Default is received by the Servicer of Trustee at its Corporate Trust Office and such Termination Noticenotice references the Certificates, the Trust Fund or this Agreement. Notwithstanding the Servicer shall deliver the Securitization Property Documentation to the successor Servicer. All reasonable costs and expenses Default set forth in clause (including attorneys fees and expensesviii) incurred in connection with transferring the Securitization Property Documentation to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 6.01 above, there shall be paid by no cross-default between the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of Consumers as Servicer shall not terminate Consumers' rights or obligations under the Sale AgreementServicers.

Servicer Default. If any In case one or more of the following events of default by the Servicer (each, a "Servicer Default") occurs shall occur and be continuing, that is continuingto say: (ai) any failure by the Servicer to remit to the Trustee, on behalf Trustee any payment required to be made under the terms of the Issuer, any required remittance that this Agreement which continues unremedied for a period of five three Business Days after written notice of such failure is received by the Servicer from the Issuer or the TrusteeDays; or (bii) any failure by on the part of the Servicer to duly to observe or perform in any material respect any other covenant of the covenants or agreement agreements on the part of the Servicer set forth in this Agreement, which failure: (i) materially and adversely affects the Transferred Securitization Property or the rights breach 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 (c) any representation or warranty made by the Servicer in this Agreement proves to have been incorrect when made, which has a material adverse effect on the Issuer or the Securitization Bondholders and which material adverse effect continues continue unremedied for a period of 60 sixty days after the date on which written notice thereof has of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Issuer Trustee or to the Servicer and the Trustee or after discovery by the holders of such failure by an officer Certificates evidencing not less than 25% of the Servicer, as Voting Rights evidenced by the case may beCertificates; or (diii) an Insolvency Event occurs with respect 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 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 and such decree or order shall have remained in force undischarged or unstayed for a period of sixty days; or (iv) 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 of 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 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; then, and in each and every such case, so long as the a Servicer Default shall not have been remedied, the Trustee, with the consent of the Holders of a majority of the outstanding principal amount of the Securitization Bonds of all Series, but subject to the provisions of the Intercreditor Agreement, by notice then given in writing to the Servicer (shall with respect to a "Termination Notice"payment default by the Servicer pursuant to Section 8.01(i) of this Agreement 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 (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 under this Agreement. In addition, upon a Servicer Default specified Agreement and in Section 6.01(a) above, and to the Issuer Mortgage Loans and the Trustee shall be entitled to apply to proceeds thereof without compensating the MPSC or any court of competent jurisdiction Servicer for sequestration and payment to the Trustee of revenues arising same with respect to a default by the Transferred Securitization PropertyServicer. 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 Transferred Securitization Property, the related Securitization Charges Mortgage Loans or otherwise, shall, upon appointment of a successor Servicer pursuant to Section 6.04, without further action, shall pass to and be vested in such successor Servicer and, without limitationthe Trustee. Upon written request from the Trustee, the 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 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 Securitization Property Documentation related Mortgage Loans and related documents, or otherwise, at the Servicer's sole expense. The predecessor Servicer shall cooperate with the successor Servicer, the Trustee and the Issuer in effecting the termination of the Servicer's 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 cash amounts that which shall at the time be held credited by the predecessor defaulting Servicer for remittance, to its Custodial Account or shall Escrow Account or thereafter be received by it with respect to the Transferred Securitization 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 related Securitization Chargesdate of such termination, whether in respect of Advances, Servicing Advances, accrued and unpaid Servicing Fees or otherwise, and shall continue to be entitled to the benefits of Section 7.04, notwithstanding any such termination, with respect to events occurring prior to such termination). As soon as practicable after receipt The Trustee shall not have knowledge of a Servicer Default unless a Responsible Officer of the Trustee has actual knowledge or unless written notice of any Servicer Default is received by the Servicer of Trustee at its Corporate Trust Office and such Termination Noticenotice references the Certificates, the Servicer shall deliver the Securitization Property Documentation to the successor Servicer. All reasonable costs and expenses (including attorneys fees and expenses) incurred in connection with transferring the Securitization Property Documentation to the successor Servicer and amending Trust Fund or 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 Consumers as Servicer shall not terminate Consumers' rights or obligations under the Sale Agreement.

Servicer Default. If any one of the following events (a "“Servicer Default"”) occurs shall occur and is be continuing: (a) any failure by the Servicer to remit deliver or cause to be delivered to the Trustee, on behalf Relevant Trustee for deposit in any of the Issuer, Accounts any required remittance that payment or to direct the Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five ten Business Days after (i) receipt by the Servicer of written notice of such failure is received given by the Servicer from Indenture Trustee or Holders of Notes evidencing not less than a majority of the Issuer Outstanding Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance or (ii) discovery of such failure by an Authorized Officer of the TrusteeServicer; or 52 (NAROT 2020-B Sale and Servicing Agreement) (b) any failure by the Servicer to duly to observe or perform in any material respect any other covenant covenants or agreement agreements of the Servicer set forth in this AgreementAgreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure: (i) failure shall materially and adversely affects the Transferred Securitization Property or affect the rights of the Securitization BondholdersSecurityholders and shall continue unremedied for a period of 90 days after receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Amount, and acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance; provided, however, that a failure under this clause (iib) that continues unremedied for a period of 60 150 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 (c) any representation or warranty made by the Servicer in this Agreement proves to have been incorrect when made, which has a material adverse effect on the Issuer or the Securitization Bondholders and which material adverse effect continues unremedied for a period of 60 days after the date on which written notice thereof has been given to the Servicer by the Issuer or the Trustee or after discovery of such failure by an officer of the Servicer, as the case may be; or (d) an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall less will not have been remedied, the Trustee, with the consent of the Holders of a majority of the outstanding principal amount of the Securitization Bonds of all Series, but subject to the provisions of the Intercreditor Agreement, by notice then given in writing to the Servicer (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 under this Agreement. In addition, upon constitute a Servicer Default specified in Section 6.01(a) above, the Issuer and the Trustee shall be entitled to apply to the MPSC if such failure was caused by force majeure or any court of competent jurisdiction for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization 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 Transferred Securitization Property, the 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 and, without limitation, the 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 Securitization Property Documentation and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Trustee and the 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 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 Transferred Securitization Property or the related Securitization Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Property Documentation to the successor Servicer. All reasonable costs and expenses (including attorneys fees and expenses) incurred in connection with transferring the Securitization Property 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 Consumers as Servicer shall not terminate Consumers' rights or obligations under the Sale Agreement.similar occurrence; or

Servicer Default. If any one of the following events (each, a "Servicer Default") occurs shall occur and is be continuing: (a) any failure by the Servicer to remit deliver to the Trustee, on behalf Indenture Trustee for deposit in any of the IssuerTrust Accounts any payment required by the Basic Documents, any required remittance that which failure continues unremedied for a period of five three Business Days after written notice of such failure is received by the Servicer from the Issuer Eligible Lender Trustee, the Indenture Trustee or the 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 Administrator or after discovery of such failure by an officer of the Servicer; or (cb) any representation or warranty made failure by the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement proves to have been incorrect when madeor any other Basic Document, which has a material adverse effect on failure shall (i) materially and adversely affect the Issuer rights of Noteholders or the Securitization Bondholders any Swap Counterparties and which material adverse effect continues (ii) continue unremedied for a period of 60 thirty (30) days after the date on which written notice thereof has been given to the Servicer by the Issuer or the Trustee or after of discovery of such failure by an officer of the Servicer or on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer, as by the case may beIndenture Trustee, the Eligible Lender Trustee or (B) to the Servicer, the Indenture Trustee, the Administrator and the Eligible Lender Trustee by Noteholders representing not less than 25% of the Outstanding Amount of the Notes; or (c) any limitation, suspension or termination by the Department of the Servicer's eligibility to service Student Loans which materially and adversely affects its ability to service the Financed Student Loans; or (d) an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Trustee, with Indenture Trustee or the consent Noteholders of Notes evidencing not less than 75% of the Holders of a majority Outstanding Amount of the outstanding principal amount of the Securitization Bonds of all Series, but subject to the provisions of the Intercreditor Agreement, Notes by notice then given in writing to the Servicer (a "Termination Notice"and to the Indenture Trustee and the Eligible Lender Trustee if given by the Noteholders) 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 appointed5.02) of the Servicer under this Agreement. In addition, upon a Servicer Default specified in Section 6.01(a) above, the Issuer and the Trustee shall be entitled to apply to the MPSC or any court of competent jurisdiction for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization Property. 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 Transferred Securitization PropertyNotes, the related Securitization Charges Financed Student Loans or otherwise, shall, upon appointment of a successor Servicer pursuant to Section 6.04, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 6.02; and, without limitation, the Indenture Trustee is and the Eligible Lender 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 Securitization Property Documentation Financed Student Loans and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Issuer Eligible Lender 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 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 Transferred Securitization Property or the related Securitization Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Property Documentation to the successor Servicera Financed Student Loan. All reasonable costs and expenses (including attorneys fees and expensesattorneys' fees) incurred in connection with transferring the Securitization Property Documentation Student Loan Files to the successor Servicer and amending this Agreement and any other Basic Documents 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 Upon receipt of Consumers as notice of the occurrence of a Servicer Default, the Eligible Lender Trustee shall not terminate Consumers' rights or obligations under give notice thereof to the Sale AgreementRating Agencies.

Servicer Default. If any one of the following events (a "Servicer Default") occurs and is continuing: (a) any failure by the Servicer to remit to the Trustee, on behalf of the Issuer, any required remittance that continues unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Issuer or the 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 Bondable Transition Property or the rights of the Securitization 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 or by the Trustee or after discovery of such failure by an officer of the Servicer; or (c) any representation or warranty made by the Servicer in this Agreement proves to have been incorrect when made, which has a material adverse effect on the Issuer or the Securitization Transition Bondholders and which material adverse effect continues unremedied for a period of 60 days after the date on which written notice thereof has been given to the Servicer by the Issuer or the Trustee or after discovery of such failure by an officer of the Servicer, as the case may be; or (d) an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, the Trustee, with the consent of the Holders of a majority of the outstanding principal amount of the Securitization Transition Bonds of all Series, but subject to the provisions of the Intercreditor Agreement, by notice then given in writing to the Servicer (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 under this Agreement. In addition, upon a Servicer Default specified in Section 6.01(a) aboveDefault, the Issuer and the Trustee shall be entitled to apply to the MPSC BPU or any court of competent jurisdiction for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization 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 Transferred Securitization Bondable Transition Property, the related Securitization Charges 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 and, without limitation, the 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 Securitization Bondable Transition Property Documentation and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Trustee and the 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 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 Transferred Securitization Bondable Transition Property or the related Securitization ChargesTransition Bond Charge. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Bondable Transition Property Documentation to the successor Servicer. All reasonable costs and expenses (including attorneys fees and expenses) incurred in connection with transferring the Securitization Bondable Transition Property 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 Consumers PSE&G as Servicer shall not terminate Consumers' PSE&G's rights or obligations under the Sale Agreement.

Servicer Default. If any one of the following events (a "“Servicer Default"”) occurs shall occur and is be continuing: (a) any failure by the Servicer to remit to the Trustee, Indenture Trustee on behalf of the Issuer, Issuer any required remittance that continues shall continue unremedied for a period of five 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 or, so long as the Transferor and the Servicer are the same Person, the Transferor, as applicable, duly to observe or perform in any material respect any other covenant or agreement of the Servicer or the Transferor, as the case may be, set forth in this AgreementAgreement or any other Basic Document to which it is a party, which failure: failure shall (i) materially and adversely affects affect the Transferred Securitization Environmental Control Property or the rights of the Securitization Bondholders, and Environmental Control Bondholders and (ii) continues continue unremedied for a period of 60 days after written notice of such failure has shall have been given to the Servicer Servicer, the PSCWV or the Transferor, as the case may be, by the Issuer or by the Indenture Trustee or after discovery of such failure by an officer of the Servicer, the PSCWV or the Transferor, as the case may be; or (c) any representation or warranty made by the Servicer in this Agreement proves shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Issuer or the Securitization Environmental Control Bondholders and which material adverse effect continues unremedied for a period of 60 days after the date on which written notice thereof has shall have been given to the Servicer by the Issuer Issuer, the PSCWV or the Trustee or after discovery of such failure by an officer of the Servicer, as the case may beIndenture Trustee; or (d) an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, the Indenture Trustee, with the consent as assignee of the Holders Issuer, may, or at the direction of the Environmental Control Bondholders of a majority of the outstanding Outstanding principal amount of the Securitization Environmental Control Bonds of all Series, but subject to Series or by the provisions of the Intercreditor AgreementPSCWV, by notice then given in writing to the Servicer (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 Successor Servicer is appointed) of the Servicer under this Agreement. In addition, upon a Servicer Default specified described in Section 6.01(a) above), the Issuer and or the Indenture Trustee shall be entitled to may apply to the MPSC PSCWV or any court of competent jurisdiction for to order the sequestration and payment to the Trustee of revenues Environmental Control Charge Collections arising with respect to the Transferred Securitization PropertyEnvironmental Control Property for the benefit of the Environmental Control Bondholders, the Issuer, the Indenture Trustee, and any other assignee and financing parties (each as defined in the Statute). The Trustee shall not give a Termination Notice upon instruction of the PSCWV unless the Rating 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 Transferred Securitization Environmental Control Property, including the related Securitization Charges Environmental Control Charges, or otherwise, shall, upon appointment of a successor Successor Servicer pursuant to Section 6.04, without further action, pass to and be vested in such successor Successor Servicer 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 Securitization Transferred Environmental Control Property Documentation and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Successor Servicer, the Indenture Trustee and the 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 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 Transferred Securitization Property or the related Securitization Chargesit. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Transferred Environmental Control Property Documentation to the successor Successor Servicer. All reasonable costs and expenses (including attorneys fees and expenses) incurred in connection with transferring the Securitization Environmental Control Property Documentation to the successor 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 Consumers Potomac Edison as Servicer shall not terminate Consumers' Potomac Edison’s rights or obligations as Transferor under the Sale Transfer Agreement.

Servicer Default. If any one of the following events (a ---------------- "Servicer Default") occurs shall occur and is be continuing: (a) any Any failure by the Servicer to remit deliver to the TrusteeOwner Trustee or the Indenture Trustee any deposit or payment proceeds or payment required to be so made, on behalf of the Issuer, any required remittance that which failure continues unremedied for a period of five one Business Days Day after the written notice of such failure is received by the Servicer from the Issuer Insurer, the Owner Trustee or the TrusteeIndenture Trustee or after discovery of such failure by the Servicer; or (b) The breach of any representation or warranty or covenant of the Servicer or failure by the Servicer duly to observe or to perform in any material respect any other covenant covenants or agreement agreements of the Servicer or the Seller (as the case may be) set forth in the Notes, the Certificates, this AgreementAgreement or any other Basic Document, which failure: breach or failure shall (i) materially and adversely affects the Transferred Securitization Property or affect the rights of the Securitization BondholdersInsurer, and Certificateholders or the Noteholders and (ii) continues continue 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 (c) any representation or warranty made by the Servicer in this Agreement proves to have been incorrect when made, which has a material adverse effect on the Issuer or the Securitization Bondholders and which material adverse effect continues unremedied for a period of 60 30 days after the date on which written notice thereof has of such breach or failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Issuer Indenture Trustee or the Trustee Controlling Party or after discovery of such failure by an officer of (B) to the Servicer, the Insurer, the Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the outstanding principal amount of the Notes or Holders of Certificates evidencing not less than 25% of the outstanding Certificate Balance, as applicable (or for such longer period, not in excess of 60 days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within 60 days and the case may beServicer delivers an Officers' Certificate to the Insurer, the Owner Trustee and the Indenture 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 (dc) an An Insolvency Event occurs with respect to the Servicer or any successor; (d) Failure to deliver a Servicer; 's Certificate within 3 days of the related Determination Date; (e) Failure to deliver the annual statement of compliance required to be delivered pursuant to Section 4.10 hereof within 30 days of the date on which such statement is required to be delivered. (f) Unless an Insurer Default shall have occurred and be continuing, an Insurance Agreement Event of Default described in Section 5.1 of the Insurance Agreement shall have occurred. (g) Unless an Insurer Default shall have occurred and be continuing, failure of the Insurer to deliver a Servicer Extension Notice pursuant to Section 3.5 hereof. then, and in each and every case, so long as the Servicer Default shall Controlling Party or holders of Notes representing not less than 25% of the voting rights thereof (or, if the Notes have been remediedpaid in full and the Indenture has been discharged in accordance with its terms, the Trustee, with the consent by holders of Certificates evidencing not less than 25% of the Holders of a majority of the outstanding principal amount of the Securitization Bonds of all Series, but subject to the provisions of the Intercreditor Agreement, voting interest thereof) in any case by notice then given in writing to the Servicer (a "Termination Notice"and to the Indenture Trustee if given by the Insurer or, as applicable, the Noteholders or the Certificateholders) may terminate all of 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 under this Agreement. In additionFor purposes of Section 8.1(b), upon a Servicer Default specified in any determination of an adverse effect on the interest of the Certificateholders or the Noteholders pursuant to Section 6.01(a8.1(b) above, the Issuer and the Trustee shall be entitled to apply to made without consideration of the MPSC or any court availability of competent jurisdiction for sequestration and payment to funds under the Trustee of revenues arising with respect to the Transferred Securitization PropertyPolicy. On or after the receipt by the Servicer of a Termination Noticesuch written notice, all authority authority, power, obligations and power responsibilities of the Servicer under this Agreement, whether with respect to the Transferred Securitization PropertyNotes, the related Securitization Charges Certificates, the Receivables, the autodebit account payments, the other Trust Property or otherwise, shallautomatically shall pass to, upon appointment of a successor Servicer pursuant to Section 6.04, without further action, pass to and be vested in and become obligations and responsibilities of the Backup Servicer (or such other successor Servicer andappointed by the Controlling Party); provided, without limitationhowever, that the Trustee successor Servicer shall have no liability with respect to any obligation which was required to be performed by the prior Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the prior Servicer. The successor Servicer is hereby authorized and empowered by this Agreement, as successor Servicer to execute and deliver, on behalf of the predecessor prior Servicer, as attorney-attorney- in-fact or otherwise, any and all documents and other instruments, 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 Securitization Receivables and the other Trust Property Documentation and related documents, to show the Issuer or Indenture Trustee as lienholder or secured party on the related Lien Certificates, or otherwise. The predecessor prior Servicer shall agrees to cooperate with the successor Servicer, the Trustee and the Issuer Servicer in effecting the termination of the responsibilities and rights of the predecessor prior Servicer under this Agreement, including including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor prior Servicer for remittancedeposit, or shall have been deposited by the prior Servicer, in the Collection Account or thereafter be received by it with respect to the Transferred Securitization Property or Receivables and the related Securitization Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Property Documentation to the successor Servicer. All reasonable costs and expenses (including attorneys fees and expenses) incurred in connection with transferring the Securitization Property Documentation delivery to the successor Servicer of all Receivables Files, records and amending this Agreement a computer tape in readable form containing all information necessary to reflect such succession as enable the successor Servicer pursuant to this Section 6.01 shall be paid by service the predecessor Servicer upon presentation of reasonable documentation of such costs Receivables and expensesthe other Trust Property. Termination of Consumers as The terminated Servicer shall not terminate Consumers' rights or obligations under grant the Sale Agreementsuccessor Servicer, the Indenture Trustee, the Insurer (so long as no Insurer Default shall have occurred and be continuing) and the Owner Trustee reasonable access to the terminated Servicer's premises at the terminated Servicer's expense.

Servicer Default. If any one of the following events (a "“Servicer Default"”) occurs and is continuing: (a) any failure by the Servicer to remit to the Trustee, on behalf of the Issuer, any required remittance that continues unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Issuer or the 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 (c) any representation or warranty made by the Servicer in this Agreement proves to have been incorrect when made, which has a material adverse effect on the Issuer or the Securitization Bondholders and which material adverse effect continues unremedied for a period of 60 days after the date on which written notice thereof has been given to the Servicer by the Issuer or the Trustee or after discovery of such failure by an officer of the Servicer, as the case may be; or (d) an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, the Trustee, with the consent of the Holders of a majority of the outstanding principal amount of the Securitization Bonds of all Series, but subject to the provisions of the Intercreditor Agreement, by notice then given in writing to the Servicer (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 under this Agreement. In addition, upon a Servicer Default specified in Section 6.01(a) above, the Issuer and the Trustee shall be entitled to apply to the MPSC or any court of competent jurisdiction for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization 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 Transferred Securitization Property, the 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 and, without limitation, the 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 Securitization Property Documentation and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Trustee and the 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 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 Transferred Securitization Property or the related Securitization Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Property Documentation to the successor Servicer. All reasonable costs and expenses (including attorneys fees and expenses) incurred in connection with transferring the Securitization Property 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 Consumers as Servicer shall not terminate Consumers' ’ rights or obligations under the Sale Agreement.

Servicer Default. If any one of the following events (a "“Servicer Default"”) occurs shall occur and is be continuing: (a) any failure by the Servicer to remit to the Trustee, Indenture Trustee on behalf of the Issuer, Issuer any required remittance that continues shall continue unremedied for a period of five 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 or, so long as the Transferor and the Servicer are the same Person, the Transferor, as applicable, duly to observe or perform in any material respect any other covenant or agreement of the Servicer or the Transferor, as the case may be, set forth in this AgreementAgreement or any other Basic Document to which it is a party, which failure: failure shall (i) materially and adversely affects affect the Transferred Securitization Environmental Control Property or the rights of the Securitization Bondholders, and Environmental Control Bondholders and (ii) continues continue unremedied for a period of 60 days after written notice of such failure has shall have been given to the Servicer Servicer, the PSCWV or the Transferor, as the case may be, by the Issuer or by the Indenture Trustee or after discovery of such failure by an officer of the Servicer, the PSCWV or the Transferor, as the case may be; or (c) any representation or warranty made by the Servicer in this Agreement proves shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Issuer or the Securitization Environmental Control Bondholders and which material adverse effect continues unremedied for a period of 60 days after the date on which written notice thereof has shall have been given to the Servicer by the Issuer Issuer, the PSCWV or the Trustee or after discovery of such failure by an officer of the Servicer, as the case may beIndenture Trustee; or (d) an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, the Indenture Trustee, with the consent as assignee of the Holders Issuer, may, or at the direction of the Environmental Control Bondholders of a majority of the outstanding Outstanding principal amount of the Securitization Environmental Control Bonds of all Series, but subject to Series or by the provisions of the Intercreditor AgreementPSCWV, by notice then given in writing to the Servicer (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 Successor Servicer is appointed) of the Servicer under this Agreement. In addition, upon a Servicer Default specified described in Section 6.01(a) above), the Issuer and or the Indenture Trustee shall be entitled to may apply to the MPSC PSCWV or any court of competent jurisdiction for to order the sequestration and payment to the Trustee of revenues Environmental Control Charge Collections arising with respect to the Transferred Securitization PropertyEnvironmental Control Property for the benefit of the Environmental Control Bondholders, the Issuer, the Indenture Trustee, and any other assignee and financing parties (each as defined in the Statute). The Trustee shall not give a Termination Notice upon instruction of the PSCWV unless the Rating 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 Transferred Securitization Environmental Control Property, including the related Securitization Charges Environmental Control Charges, or otherwise, shall, upon appointment of a successor Successor Servicer pursuant to Section 6.04, without further action, pass to and be vested in such successor Successor Servicer 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 Securitization Transferred Environmental Control Property Documentation and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Successor Servicer, the Indenture Trustee and the 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 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 Transferred Securitization Property or the related Securitization Chargesit. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Transferred Environmental Control Property Documentation to the successor Successor Servicer. All reasonable costs and expenses (including attorneys fees and expenses) incurred in connection with transferring the Securitization Environmental Control Property Documentation to the successor 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 Consumers Mon Power as Servicer shall not terminate Consumers' Mon Power’s rights or obligations as Transferor under the Sale Transfer Agreement.

Servicer Default. If any one of the following events (a "“Servicer Default"”) occurs shall occur and is be continuing: (a) any failure by the Servicer to remit to the Trustee, Indenture Trustee on behalf of the Issuer, Issuer any required remittance that continues shall continue unremedied for a period of five 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 or, so long as the Seller and the Servicer are the same Person, the Seller, as applicable, duly to observe or perform in any material respect any other covenant or agreement of the Servicer or the Seller, as the case may be, set forth in this AgreementAgreement or any other Basic Document to which it is a party, which failure: failure shall (i) materially and adversely affects affect the Transferred Securitization Environmental Control Property or the rights of the Securitization Bondholders, and Environmental Control Bondholders and (ii) continues continue unremedied for a period of 60 days after written notice of such failure has shall have been given to the Servicer Servicer, the PSCWV or the Seller, as the case may be, by the Issuer or by the Indenture Trustee or after discovery of such failure by an officer of the Servicer, the PSCWV or the Seller, as the case may be; or (c) any representation or warranty made by the Servicer in this Agreement proves shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Issuer or the Securitization Environmental Control Bondholders and which material adverse effect continues unremedied for a period of 60 days after the date on which written notice thereof has shall have been given to the Servicer by the Issuer Issuer, the PSCWV or the Trustee or after discovery of such failure by an officer of the Servicer, as the case may beIndenture Trustee; or (d) an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, the Indenture Trustee, with the consent as assignee of the Holders Issuer, may, or at the direction of the Environmental Control Bondholders of a majority of the outstanding Outstanding principal amount of the Securitization Environmental Control Bonds of all Series, but subject to Series or by the provisions of the Intercreditor AgreementPSCWV, by notice then given in writing to the Servicer (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 Successor Servicer is appointed) of the Servicer under this Agreement. In addition, upon a Servicer Default specified described in Section 6.01(a) above), the Issuer and or the Indenture Trustee shall be entitled to may apply to the MPSC PSCWV or any court of competent jurisdiction for to order the sequestration and payment to the Trustee of revenues Environmental Control Charge Collections arising with respect to the Transferred Securitization PropertyEnvironmental Control Property for the benefit of the Environmental Control Bondholders, the Issuer, the Indenture Trustee, and any other assignee and financing parties (each as defined in the Statute). The Trustee shall not give a Termination Notice upon instruction of the PSCWV unless the Rating 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 Transferred Securitization Environmental Control Property, including the related Securitization Charges Environmental Control Charges, or otherwise, shall, upon appointment of a successor Successor Servicer pursuant to Section 6.04, without further action, pass to and be vested in such successor Successor Servicer 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 Securitization Environmental Control Property Documentation and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Successor Servicer, the Indenture Trustee and the 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 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 Transferred Securitization Property or the related Securitization Chargesit. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Environmental Control Property Documentation to the successor Successor Servicer. All reasonable costs and expenses (including attorneys fees and expenses) incurred in connection with transferring the Securitization Environmental Control Property Documentation to the successor 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 Consumers Potomac Edison as Servicer shall not terminate Consumers' Potomac Edison’s rights or obligations as Seller under the Sale Agreement.

Servicer Default. If any one Any of the following events (will constitute a "Servicer Default") occurs and is continuing: (a) any failure by the Servicer to remit to the Trustee, on behalf of the Issuer, any required remittance that continues unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Issuer or the Trustee; or (b) any failure by the Servicer duly to observe or perform in any material respect any other covenant or agreement default of the Servicer set forth in this Agreement, which failure(“Servicer Default”) as that term is used herein: (i) materially the failure of the Servicer to comply with or perform any provision of this Agreement or any other Series 2013-G1 Related Document that has a Lease Material Adverse Effect with respect to the Servicer, the Lessor or any Lessee, and adversely affects such default continues for more than thirty (30) days after the Transferred Securitization Property earlier of the date written notice is delivered by the Lessor or the rights Trustee to the Servicer or an Authorized Officer of the Securitization Bondholders, andServicer has actual knowledge thereof; (ii) an Event of Bankruptcy occurs with respect to the Servicer; (iii) the failure of the Servicer to make any payment when due from it hereunder or under any of the other Series 2013-G1 Related Documents or to deposit any Collections received by it into a Collateral Account when required under the Series 2013-G1 Related Documents and, in each case, such failure continues unremedied for a period five (5) Business Days after the earlier of 60 days after (a) the date written notice of such failure has been given is delivered by the Lessor or the Trustee to the Servicer by the Issuer or by the Trustee or after discovery of such failure by (b) an officer Authorized Officer of the ServicerServicer has 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 (civ) if (I) any representation or warranty made by the Servicer relating to the Series 2013-G1 Collateral in this Agreement proves to have been any Series 2013-G1 Related Document is inaccurate or incorrect when made, which has a material adverse effect on the Issuer or the Securitization Bondholders and which material adverse effect continues unremedied for a period is breached or is false or misleading as of 60 days after the date on which written notice of the making thereof has been given or any schedule, certificate, financial statement, report, notice, or other writing relating to the Series 2013-G1 Collateral furnished by or on behalf of the Servicer by to the Issuer Lessor or the Trustee pursuant to any Series 2013-G1 Related Document is false or after discovery misleading on the date as of which the facts therein set forth are stated or certified, (II) such failure by an officer inaccuracy, breach or falsehood has a Lease Material Adverse Effect with respect to the Lessor, and (III) the circumstance or condition in respect of the Servicerwhich such representation, warranty or writing was inaccurate, incorrect, breached, false or misleading, as the case may be; or (d) an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remediedeliminated or otherwise cured for thirty (30) days after the earlier of (x) the date of the receipt of written notice thereof from the Lessor or the Trustee to the Servicer and (y) the date an Authorized Officer of the Servicer has actual knowledge of such circumstance or condition. In the event of a Servicer Default, the Trustee, with the consent of the Holders of a majority of the outstanding principal amount of the Securitization Bonds of all Series, but subject acting pursuant to the provisions of the Intercreditor Agreement, by notice then given in writing to the Servicer (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 appointed9.23(d) of the Servicer under this Agreement. In additionSeries 2013-G1 Supplement, upon a Servicer Default specified in Section 6.01(a) above, shall have the Issuer and the Trustee shall be entitled right to apply to the MPSC or any court of competent jurisdiction for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization Property. On or after the receipt by replace the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Transferred Securitization Property, the 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 and, without limitation, the 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 Securitization Property Documentation and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Trustee and the 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 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 Transferred Securitization Property or the related Securitization Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Property Documentation to the successor Servicer. All reasonable costs and expenses (including attorneys fees and expenses) incurred in connection with transferring the Securitization Property 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 Consumers as Servicer shall not terminate Consumers' rights or obligations under the Sale Agreementservicer.

Servicer Default. If any one Each of the following events shall constitute a servicer default (each, a "“Servicer Default") occurs and is continuing:”): (a) any failure by the Master Servicer to remit make any payment, deposit or transfer required to be made under the Trustee, on behalf terms of the Issuer, any required remittance that this Master Agreement which continues unremedied for a period of five two (2) Business Days Day after the date upon which written notice of such failure is failure, requiring the same to be remedied, shall have been received by the Master Servicer from the Issuer or the TrusteePurchaser; or (b) any failure by on the part of the Master Servicer duly to observe or perform in any material respect any other covenant or agreement of the covenants or agreements on the part of the Master Servicer set forth in this Agreement, Master 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 forty-five (c45) any representation or warranty made by the Servicer in this Agreement proves to have been incorrect when made, which has a material adverse effect on the Issuer or the Securitization Bondholders and which material adverse effect continues unremedied for a period of 60 days after the date on which written notice thereof has of such failure, requiring the same to be remedied, shall have been given to the Servicer received by the Issuer Master Servicer from the Purchaser; or (c) a decree or order of a court or agency or supervisory authority having jurisdiction in the Trustee premises for the appointment of a conservator, receiver or after discovery liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such failure by an officer decree or order shall have remained in force undischarged or unstayed for a period of the Servicer, as the case may besixty (60) days; or (d) an Insolvency Event occurs with respect consent by the Master Servicer to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, the Trustee, with the consent of the Holders appointment of a majority conservator, receiver or liquidator in any insolvency, readjustment of the outstanding principal amount debt, marshalling of the Securitization Bonds of all Series, but subject assets and liabilities or similar proceedings relating to the provisions Master Servicer or to all or substantially all of its property; or (e) the Intercreditor Agreement, by notice then given Master Servicer’s admission in writing of its inability to pay its debts generally as they become due, filing of a petition to invoke any applicable insolvency or reorganization statute, making of an assignment for the Servicer benefit of its creditors, or voluntarily suspending payment of its obligations; or (f) 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 under this Agreement. In addition, upon a Servicer Default specified in Section 6.01(a) above, the Issuer and the Trustee shall be entitled to apply to the MPSC or any court of competent jurisdiction for sequestration and payment to shall have found that the Trustee Master Servicer or any of revenues arising with respect to its senior executive officers has committed an act of civil fraud; or (g) the Transferred Securitization Property. On Master Servicer or after the receipt by the Servicer any of its principal officers shall have been convicted of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Transferred Securitization Property, the 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 and, without limitation, the 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 Securitization Property Documentation and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Trustee and the 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 cash amounts that shall at the time be held by the predecessor Servicer for remittancefelony, or shall thereafter be received by it with respect have been convicted of any criminal act related to the Transferred Securitization Property Master Servicer’s lending or mortgage selling or servicing activities. (h) the related Securitization Charges. As soon as practicable after receipt by Master Servicer consummates a transaction that results in a Change of Control; or (i) the Master Servicer of such Termination Notice, the Servicer shall deliver the Securitization Property Documentation ceases to the successor Servicer. All reasonable costs and expenses (including attorneys fees and expenses) incurred be a cooperative association in connection with transferring the Securitization Property 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 Consumers as Servicer shall not terminate Consumers' rights or obligations good standing under the Sale Agreementlaws of the District of Columbia or any state of the United States for a period of thirty (30) days following notice thereof by any governmental authority having jurisdiction over such determination.

Servicer Default. If any one Each of the following events (is a "“Servicer Default") occurs and is continuing”: (a) any failure by the Servicer to remit deliver to the Trustee, on behalf of Indenture Trustee for deposit in the Issuer, Collection Account or Reserve Account any required remittance that 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 from the Issuer Owner Trustee or the Indenture Trustee or (ii) by the Servicer and the Owner Trustee or the Indenture Trustee; or, from the Holders of Notes evidencing not less than a majority of the principal amount of the Controlling Class then outstanding, acting together as a single Class; (b) any failure by the Servicer to duly to observe or to perform in any material respect any other covenant covenants or agreement agreements of the Servicer set forth in this Agreement, which failure: (i) failure shall materially and adversely affects the Transferred Securitization Property or affect the rights of the Securitization Bondholders, and (ii) continues Certificateholder or Noteholders and shall continue 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 ninety (c90) any representation or warranty made by the Servicer in this Agreement proves to have been incorrect when made, which has a material adverse effect on the Issuer or the Securitization Bondholders and which material adverse effect continues unremedied for a period of 60 days after the date on which written notice thereof has been given to the Servicer by the Issuer or the Trustee or after discovery of such failure is received (i) by an officer the Servicer from the Owner Trustee or the Indenture Trustee or (ii) by the Servicer and the Owner Trustee and Indenture Trustee, from the Holders of Notes evidencing not less than a majority of the Servicerprincipal amount of the Controlling Class then outstanding, acting together as the case may bea single Class; or (dc) the occurrence of an Insolvency Event occurs with respect to the Servicer; thenprovided, 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 (5) Business Day grace period referred to in such clause (a) shall be extended for an additional sixty (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 ninety (90) day grace period referred to in such clause (b) shall be extended for an additional sixty (60) calendar days. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give prompt written notice thereof to the Administrator, and the Administrator shall provide such notice to the Rating Agencies. At any time when a Servicer Default set forth in each clauses (a) through (c) above has occurred and every caseis continuing, so long as the Servicer Default shall not have been remedied, either the Trustee, with the consent of Indenture Trustee or the Holders of Notes evidencing at least a majority of the outstanding principal amount Outstanding Amount of Notes of the Securitization Bonds Controlling Class of all Series, but subject to the provisions of the Intercreditor AgreementNotes acting together as a single Class, by notice then given in writing to the Servicer (a "Termination Notice"and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the indemnification obligations set forth in Section 5.02 7.02 hereof and the obligation under rights set forth in Section 6.04 to continue performing its functions as Servicer until a successor Servicer is appointed7.04 hereof) of the Servicer under this Agreement. In additionBy the same required vote, upon a the Noteholders specified in the prior sentence may waive any such Servicer Default (other than a default in the making of any 57 required deposits or payments from or to the Collection Account or Reserve Account) for a specified in Section 6.01(a) aboveperiod or permanently. Upon any such waiver of a past default, the Issuer such default shall cease to exist, and the Trustee any Servicer Default arising therefrom shall be entitled deemed to apply to the MPSC or any court have been remedied for every purpose of competent jurisdiction for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization 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 . No such waiver shall extend to the Transferred Securitization Property, the related Securitization Charges any subsequent 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 and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact other default or otherwise, impair 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 Securitization Property Documentation and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Trustee and the 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 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 Transferred Securitization Property or the related Securitization Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Property Documentation to the successor Servicer. All reasonable costs and expenses (including attorneys fees and expenses) incurred in connection with transferring the Securitization Property 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 Consumers as Servicer shall not terminate Consumers' rights or obligations under the Sale Agreementright consequent thereto.

Servicer Default. If any one of the following events (each, a "Servicer Default") occurs shall occur and is be continuing: (a) any failure by the Servicer to remit deliver to the Trustee, on behalf Indenture Trustee for deposit in any of the IssuerTrust Accounts any payment required by the Basic Documents, any required remittance that which failure continues unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Issuer Eligible Lender Trustee, the Indenture Trustee or the 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 Administrator or after discovery of such failure by an officer of the Servicer; or (cb) any representation or warranty made failure by the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement proves to have been incorrect when madeor any other Basic Document, which has a material adverse effect on failure shall: (i) materially and adversely affect the Issuer rights of Noteholders or the Securitization Bondholders any Swap Counterparties and which material adverse effect continues (ii) continue unremedied for a period of 60 thirty (30) days after the date on which written notice thereof has been given to the Servicer by the Issuer or the Trustee or after of discovery of such failure by an officer of the Servicer or on which written notice of such failure, requiring the same to be remedied, shall have been given: (A) to the Servicer, as by the case may beIndenture Trustee, the Eligible Lender Trustee or (B) to the Servicer, the Indenture Trustee, the Administrator and the Eligible Lender Trustee by Noteholders representing not less than 25% of the Outstanding Amount of the Notes; or (c) any limitation, suspension or termination by the Department of the Servicer's eligibility to service Student Loans which materially and adversely affects its ability to service the Financed Student Loans; or (d) an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Trustee, with Indenture Trustee or the consent Noteholders of Notes evidencing not less than 75% of the Holders of a majority Outstanding Amount of the outstanding principal amount of the Securitization Bonds of all Series, but subject to the provisions of the Intercreditor Agreement, Notes by notice then given in writing to the Servicer (a "Termination Notice"and to the Indenture Trustee and the Eligible Lender Trustee if given by the Noteholders) 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 appointed5.02) of the Servicer under this Agreement. In addition, upon a Servicer Default specified in Section 6.01(a) above, the Issuer and the Trustee shall be entitled to apply to the MPSC or any court of competent jurisdiction for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization Property. 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 Transferred Securitization PropertyNotes, the related Securitization Charges Financed Student Loans or otherwise, shall, upon appointment of a successor Servicer pursuant to Section 6.04, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 6.02; and, without limitation, the Indenture Trustee is and the Eligible Lender 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 Securitization Property Documentation Financed Student Loans and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Issuer Eligible Lender 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 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 Transferred Securitization Property or the related Securitization Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Property Documentation to the successor Servicera Financed Student Loan. All reasonable costs and expenses (including attorneys fees and expensesattorneys' fees) incurred in connection with transferring the Securitization Property Documentation Student Loan Files to the successor Servicer and amending this Agreement and any other Basic Documents 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 Upon receipt of Consumers as notice of the occurrence of a Servicer Default, the Eligible Lender Trustee shall not terminate Consumers' rights or obligations under give notice thereof to the Sale AgreementRating Agencies.

Servicer Default. If any one of the following events (each, a "Servicer Default") occurs shall occur and is be continuing: (a) any failure by the Servicer (i) to remit deliver to the Trustee, on behalf Indenture Trustee for deposit in any of the Issuer, Trust Accounts or the Certificate Distribution Account any required remittance payment or (ii) to direct the Indenture Trustee to make any required distribution therefrom that continues shall continue unremedied for a period of five three Business Days after written notice of such failure is received by the Servicer from the Issuer Owner Trustee or the 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 Indenture Trustee or after discovery of such failure by an officer of the Servicer; or; (cb) any representation or warranty made by failure on the part of the Servicer to duly observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement proves to have been incorrect when madeor any other Basic Document, which has a material adverse effect on failure shall (i) materially and adversely affect the Issuer rights of the Certificateholder or the Securitization Bondholders Noteholders and which material adverse effect (ii) continues unremedied for a period of 60 days after the date on which written notice thereof has of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Issuer Owner Trustee or the Indenture Trustee or after discovery (B) to the Servicer and to the Owner Trustee and the Indenture Trustee by the Holders of such failure by an officer Notes evidencing not less than 25% of the Servicer, as Outstanding Principal Amount of the case may beNotes or the Certificateholder; or (dc) an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, with the consent of or the Holders of a majority Class A Notes evidencing not less than 25% of the outstanding principal amount Outstanding Principal Amount of such Notes, or if no Class A Notes are Outstanding, the Holders of Class B Notes evidencing not less than 25% of the Securitization Bonds Outstanding Principal Amount of all Seriessuch Notes, but subject to or if no Notes are Outstanding, either the provisions of Owner Trustee or the Intercreditor AgreementCertificateholder, by notice then given in writing to the Servicer (a "Termination Notice"and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the indemnification obligations set forth in Section 5.02 7.02 hereof and the obligation under Section 6.04 that accrued prior to continue performing its functions as Servicer until a successor Servicer is appointedsuch termination) of the Servicer under this Agreement. In addition, upon a Servicer Default specified in Section 6.01(a) above, the Issuer and the Trustee shall be entitled to apply to the MPSC or any court of competent jurisdiction for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization Property. 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 Transferred Securitization PropertyNotes, the related Securitization Charges Certificate or the Receivables or otherwise, shall, upon appointment of a successor Servicer pursuant to Section 6.04, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.02; 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 Securitization Property Documentation Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Issuer 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 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 Transferred Securitization Property or the related Securitization Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Property Documentation to the successor Servicera Receivable. All reasonable costs and expenses (including attorneys fees and expensesreasonable attorneys' fees) incurred in connection (x) with transferring the Securitization Property Documentation computer or other records to the successor Servicer in the form requested and (y) 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 Upon receipt of Consumers as notice of the occurrence of a Servicer Default, the Owner Trustee shall not terminate Consumers' rights or obligations under give notice thereof to the Sale AgreementRating Agencies.

Servicer Default. If any one of the following events (a "Servicer Default") occurs shall occur and is be continuing: (a) any failure by the Servicer (i) to remit deliver to the Trustee, on behalf Indenture Trustee for deposit in any of the Issuer, Trust Accounts or the Certificate Distribution Account any required remittance payment or (ii) to direct the Indenture Trustee to make any required distribution therefrom that continues shall continue unremedied for a period of five three Business Days after written notice of such failure is received by the Servicer from the Issuer Owner Trustee or the 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 Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (cb) any representation or warranty made by failure on the part of the Servicer or the Seller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Seller (as the case may be) set forth in this Agreement proves to have been incorrect when madeor any other Basic Document, which has a material adverse effect on failure shall (i) materially and adversely affect the Issuer rights of the Certificateholder or the Securitization Bondholders Noteholders and which material adverse effect (ii) continues unremedied for a period of 60 days after the date on which written notice thereof has of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Issuer or the Trustee or after discovery of such failure by an officer of the Servicer, Seller (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Seller (as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Outstanding Principal Amount of the Notes or the "Holder" (as defined in the Trust Agreement) of the Certificate; or (dc) an Insolvency Event occurs with respect to the Seller or the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, with the consent of or the Holders of a majority Class A Notes evidencing not less than 25% of the outstanding principal amount Outstanding Principal Amount of such Notes, or if no Class A Notes are Outstanding, the Holders of Class B Notes evidencing not less than 25% of the Securitization Bonds Outstanding Principal Amount of all Seriessuch Notes, but subject to or if no Notes are Outstanding, either the provisions Owner Trustee or the Holder of the Intercreditor AgreementCertificate, by notice then given in writing to the Servicer (a "Termination Notice"and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) 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 appointed7.02 hereof) of the Servicer under this Agreement. In addition, upon a Servicer Default specified in Section 6.01(a) above, the Issuer and the Trustee shall be entitled to apply to the MPSC or any court of competent jurisdiction for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization Property. 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 Transferred Securitization PropertyNotes, the related Securitization Charges Certificate or the Receivables or otherwise, shall, upon appointment of a successor Servicer pursuant to Section 6.04, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.02; 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 Securitization Property Documentation Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Issuer 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 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 Transferred Securitization Property or the related Securitization Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Property Documentation to the successor Servicera Receivable. All reasonable costs and expenses (including attorneys fees and expensesreasonable attorneys' fees) incurred in connection (x) with transferring the Securitization Property Documentation computer or other records to the successor Servicer in the form requested and (y) 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 Upon receipt of Consumers as notice of the occurrence of a Servicer Default, the Owner Trustee shall not terminate Consumers' rights or obligations under give notice thereof to the Sale AgreementRating Agencies.

Servicer Default. If any one of the following events (a "“Servicer Default"”) occurs shall occur and is be continuing: (a) any failure by the Servicer to remit deliver or cause to be delivered to the Trustee, on behalf Securities Intermediary or Relevant Trustee for deposit in any of the Issuer, Accounts any required remittance that payment or to direct the Securities Intermediary or Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five ten (10) Business Days after (i) receipt by the Servicer of written notice of such failure is received given by the Servicer from Indenture Trustee or Holders of Notes evidencing not less than a majority of the Issuer Outstanding Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance or (ii) discovery of such failure by an Authorized Officer of the Trustee; orServicer; (b) any failure by the Servicer to duly to observe or perform in any material respect any other covenant covenants or agreement agreements of the Servicer set forth in this AgreementAgreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure: (i) failure shall materially and adversely affects the Transferred Securitization Property or affect the rights of the Securitization BondholdersSecurityholders and shall continue unremedied for a period of 90 days after receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Amount, and acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance; provided, however, that a failure under this clause (iib) that continues unremedied for a period of 60 150 days after written notice of or less will not constitute a Servicer Default if such failure has been given to the Servicer was caused by the Issuer force majeure or by the Trustee or after discovery of such failure by an officer of the Servicerother similar occurrence; or (c) any representation or warranty made by the Servicer in this Agreement proves to have been incorrect when made, which has a material adverse effect on the Issuer or the Securitization Bondholders and which material adverse effect continues unremedied for a period occurrence of 60 days after the date on which written notice thereof has been given to the Servicer by the Issuer or the Trustee or after discovery of such failure by an officer of the Servicer, as the case may be; or (d) an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Trustee, with the consent of Indenture Trustee or the Holders of Notes evidencing a majority of the outstanding principal amount Outstanding Amount of the Securitization Bonds Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of all Series, but subject to the provisions Certificates evidencing not less than a majority of the Intercreditor AgreementCertificate Balance, by notice then given in writing to the Servicer (a "Termination Notice"and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement) may terminate all of 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 appointed7.02 hereof) of the Servicer under this Agreement. In addition, upon a Servicer Default specified in Section 6.01(a) above, the Issuer and the Trustee shall be entitled to apply to the MPSC or any court of competent jurisdiction for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization Property. 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 Transferred Securitization PropertyNotes, the related Securitization Charges Certificates or the Receivables or otherwise, shall, upon appointment of a successor Servicer pursuant to Section 6.04, without further action, pass to and be vested in the Indenture Trustee or such successor Successor Servicer as may be appointed under Section 8.02; 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 Securitization Property Documentation Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Trustee Successor Servicer and the Issuer Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including including, without limitation, the transfer to the successor Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for remittancedeposit, or shall have been deposited by the predecessor Servicer, in the Accounts or thereafter be received by it with respect to the Transferred Securitization Property or Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related Securitization Charges. As soon as practicable after receipt accounts and records maintained by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Property Documentation to the successor predecessor Servicer. All reasonable costs and expenses (including attorneys fees and expensesattorneys’ fees) incurred in connection with transferring the Securitization Property Documentation Receivable Files to the successor Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 6.01 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of Consumers Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as Servicer shall not terminate Consumers' rights or obligations under described in the Sale Agreementimmediately preceding sentence.

Servicer Default. If any one of the following events (a "“Servicer Default"”) occurs shall occur and is be continuing: (a) any failure by the Servicer to remit to the Trustee, Indenture Trustee on behalf of the Issuer, Issuer any required remittance that continues shall continue unremedied for a period of five 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 or, so long as the Seller and the Servicer are the same Person, the Seller, as applicable, duly to observe or perform in any material respect any other covenant or agreement of the Servicer or the Seller, as the case may be, set forth in this AgreementAgreement or any other Basic Document to which it is a party, which failure: failure shall (i) materially and adversely affects affect the Transferred Securitization Environmental Control Property or the rights of the Securitization Bondholders, and Environmental Control Bondholders and (ii) continues continue unremedied for a period of 60 days after written notice of such failure has shall have been given to the Servicer Servicer, the PSCWV or the Seller, as the case may be, by the Issuer or by the Indenture Trustee or after discovery of such failure by an officer of the Servicer, the PSCWV or the Seller, as the case may be; or (c) any representation or warranty made by the Servicer in this Agreement proves shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Issuer or the Securitization Environmental Control Bondholders and which material adverse effect continues unremedied for a period of 60 days after the date on which written notice thereof has shall have been given to the Servicer by the Issuer Issuer, the PSCWV or the Trustee or after discovery of such failure by an officer of the Servicer, as the case may beIndenture Trustee; or (d) an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, the Indenture Trustee, with the consent as assignee of the Holders Issuer, may, or at the direction of the Environmental Control Bondholders of a majority of the outstanding Outstanding principal amount of the Securitization Environmental Control Bonds of all Series, but subject to Series or by the provisions of the Intercreditor AgreementPSCWV, by notice then given in writing to the Servicer (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 Successor Servicer is appointed) of the Servicer under this Agreement. In addition, upon a Servicer Default specified described in Section 6.01(a) above), the Issuer and or the Indenture Trustee shall be entitled to may apply to the MPSC PSCWV or any court of competent jurisdiction for to order the sequestration and payment to the Trustee of revenues Environmental Control Charge Collections arising with respect to the Transferred Securitization PropertyEnvironmental Control Property for the benefit of the Environmental Control Bondholders, the Issuer, the Indenture Trustee, and any other assignee and financing parties (each as defined in the Statute). The Trustee shall not give a Termination Notice upon instruction of the PSCWV unless the Rating 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 Transferred Securitization Environmental Control Property, including the related Securitization Charges Environmental Control Charges, or otherwise, shall, upon appointment of a successor Successor Servicer pursuant to Section 6.04, without further action, pass to and be vested in such successor Successor Servicer 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 Securitization Environmental Control Property Documentation and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Successor Servicer, the Indenture Trustee and the 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 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 Transferred Securitization Property or the related Securitization Chargesit. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Environmental Control Property Documentation to the successor Successor Servicer. All reasonable costs and expenses (including attorneys fees and expenses) incurred in connection with transferring the Securitization Environmental Control Property Documentation to the successor 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 Consumers Mon Power as Servicer shall not terminate Consumers' Mon Power’s rights or obligations as Seller under the Sale Agreement.

Servicer Default. If any one of the following events (a "“Servicer Default"”) occurs shall occur and is be continuing: (a) any failure by the Servicer to remit deliver to the Trustee, on behalf Indenture Trustee for deposit in any of the Issuer, Trust Accounts or the Certificate Distribution Account any required remittance payment or to direct the Indenture Trustee to make any required distributions therefrom that continues shall continue unremedied for a period of five three Table of Contents Business Days after written notice of such failure is received by the Servicer from the Issuer Owner Trustee or the 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 Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (cb) any representation or warranty made by failure on the part of the Servicer or the Seller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Seller (as the case may be) set forth in this Agreement proves to have been incorrect when madeor any other Basic Document, which has a material adverse effect on failure shall (i) materially and adversely affect the Issuer rights of Certificateholder or the Securitization Bondholders Noteholders and which material adverse effect continues (ii) continue unremedied for a period of 60 days after the date on which written notice thereof has of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Issuer or the Trustee or after discovery of such failure by an officer of the Servicer, Seller (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Seller (as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes or the Certificateholder (as defined in the Trust Agreement); or (dc) an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the TrusteeIndenture Trustee (so long as a Trust Officer of the Indenture Trustee has received notice or has actual knowledge of such Servicer Default), with the consent of or the Holders of a majority Notes evidencing not less than 25% of the outstanding principal amount Outstanding Amount of the Securitization Bonds of all Series, but subject to the provisions of the Intercreditor AgreementNotes, by notice then given in writing to the Servicer (a "Termination Notice"and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) 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 appointed7.02 hereof) of the Servicer under this Agreement. In addition, upon a Servicer Default specified in Section 6.01(a) above, the Issuer and the Trustee shall be entitled to apply to the MPSC or any court of competent jurisdiction for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization Property. 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 Transferred Securitization PropertyNotes, the related Securitization Charges Certificate or the Receivables or otherwise, shall, upon appointment of a successor Servicer pursuant to Section 6.04, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.02; 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 Securitization Property Documentation Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Issuer 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 relevant documents, data and 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 a Receivable and the Transferred Securitization Property or the related Securitization Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the successor Servicer shall deliver the Securitization Property Documentation not be liable if it cannot perform due to the successor Servicerfailure of the predecessor Servicer to so deliver. All reasonable costs and expenses (including attorneys fees and expensesreasonable attorneys’ fees) incurred in connection with transferring the Securitization Property Documentation Receivable Files to the successor Servicer (including any such transfer effected in accordance with Section 10.02(f)) 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 Upon receipt of Consumers as Servicer shall not terminate Consumers' rights or obligations under notice of the Sale Agreement.occurrence of a

Servicer Default. If any one of the following events (each a "Servicer Default") occurs shall occur and is be continuing: (a) any failure by the Servicer to remit to the Trustee, Collection Account on behalf of the Issuer, Note Issuer any required remittance Remittance that continues shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Note Issuer or the Note Trustee; or (b) any failure by on the part of the Servicer duly to observe or to perform in any material respect any other covenant covenants or agreement agreements of the Servicer set forth in this Agreement, which failure: failure shall (ia) materially and adversely affects the Transferred Securitization Property or affect the rights of the Securitization Bondholders, and Noteholders or Certificateholders and (ii) continues continue unremedied for a period of 60 days after the date on which written notice of such failure has failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Note Issuer or (B) to the Servicer by the Note Trustee or by the Trustee or after discovery Holders of such failure by an officer Notes evidencing not less than 25 percent of the ServicerOutstanding Amount of the Notes; or (c) any representation or warranty made by the Servicer in this Agreement proves shall prove to have been incorrect in any material respect when made, which has a material adverse effect on the Issuer Noteholders or the Securitization Bondholders Certificateholders and which material adverse effect continues unremedied for a period of 60 days after the date on which written notice thereof has been given to of such failure is received by the Servicer by from the Note Issuer or the Trustee or after discovery of such failure by an officer of the Servicer, as the case may be; orNote Trustee; (d) an Insolvency Event occurs with respect to the Servicer; or (e) an "Event of Termination" under the Seller's Receivables Purchase and Sale Agreement occurs and has not been remedied or waived; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Note Trustee, with the consent of or the Holders of a majority Notes evidencing not less than 25 percent of the outstanding principal amount Outstanding Amount of the Securitization Bonds of all Series, but subject to the provisions of the Intercreditor AgreementNotes, by notice then given in writing to the Servicer (and to the Note Trustee if given by the Noteholders) (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 appointed6.02) of the Servicer under this Agreement. In addition, upon a Servicer Default specified described in Section 6.01(a) above7.01(a), each of the Issuer and the Trustee following shall be entitled to apply to the MPSC or any court of competent jurisdiction DPUC for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization Transition Property in accordance with Sections 16-245k(e) and Section 16-245k(g) of the Statute: (1) the Note Trustee or the Noteholders; (2) the Certificate Trustee or the Certificateholders; (3) the Delaware Trustee; (4) the Note Issuer or its assignees; or (5) pledgees or transferees of the Transition Property. On or after the receipt by the Servicer of a Termination Notice, and subject to the approval of the DPUC, all authority and power of the Servicer under this Agreement, whether with respect to the Transferred Securitization Notes, the Transition Property, the related Securitization Charges RRB 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 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 Securitization Transition Property Documentation Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Trustee Note Issuer and the Issuer 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 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 Transferred Securitization Transition Property or the related Securitization ChargesRRB Charge. As soon In case a successor Servicer is appointed as practicable after receipt by the a result of a Servicer of such Termination NoticeDefault, the Servicer shall deliver the Securitization Property Documentation to the successor Servicer. All all reasonable costs and expenses (including attorneys reasonable attorneys' fees and expenses) incurred in connection with transferring the Securitization Transition Property Documentation Records 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 All other reasonable costs and expenses incurred in transferring servicing responsibilities to a successor servicer shall constitute Operating Expenses of Consumers as Servicer shall not terminate Consumers' rights or obligations under the Sale AgreementNote Issuer.

Servicer Default. If any one of the following events (each a "Servicer Default") occurs shall occur and is be continuing: (a) any failure by the Servicer to remit to the Trustee, on behalf of the Issuer, any required remittance that continues unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Issuer or the 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 (c) any representation or warranty made by the Servicer in this Agreement proves to have been incorrect when made, which has a material adverse effect on the Issuer or the Securitization Bondholders and which material adverse effect continues unremedied for a period of 60 days after the date on which written notice thereof has been given to the Servicer by the Issuer or the Trustee or after discovery of such failure by an officer of the Servicer, as the case may be; or; (d) an Insolvency Event occurs with respect to the Servicer; or (e) an Event of Investment Ineligibility under the trade receivables purchase and sale agreement, dated as of February 28, 1989, as amended and restated, among Detroit Edison, as seller, Corporate Asset Funding Company, Inc. and Citibank, N.A. and Citicorp North America, Inc., individually and as agent, and/or an Event of Termination under the trade receivables purchase and sale agreement dated as of February 28, 1989, as amended and restated, among Detroit Edison, as seller, Citibank, N.A. and Citicorp North America, Inc., individually and as agent; then, and in each and every case, so long as the Servicer Default shall not have been remedied, the Trustee, with the consent of the Holders of a majority of the outstanding principal amount of the Securitization Bonds of all Series, but subject to the provisions of the Intercreditor Agreement, by notice then given in writing to the Servicer (a "Termination Notice") may terminate all the rights and obligations (other than the indemnification obligations set forth in Section 5.02 6.02 hereof and the obligation under Section 6.04 7.04 to continue performing its functions as Servicer until a successor Servicer is appointed) of the Servicer under this Agreement. In addition, upon a Servicer Default specified in Section 6.01(a) aboveDefault, the Issuer and the Trustee shall be entitled to apply to the MPSC or any court of competent jurisdiction for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization 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 Transferred Securitization Property, the related Securitization Charges SB Charge or otherwise, shall, upon appointment of a successor Servicer pursuant to Section 6.047.04, without further action, pass to and be vested in such successor Servicer and, without limitation, the 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 Securitization Property Documentation Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Trustee and the 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 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 Transferred Securitization Property or the related Securitization ChargesSB Charge. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Property Documentation Records to the successor Servicer. All reasonable costs and expenses (including attorneys fees and expenses) incurred in connection with transferring the Securitization Property Documentation Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 6.01 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of Consumers Detroit Edison as Servicer shall not terminate Consumers' Detroit Edison's rights or obligations under the Sale Agreement.

Servicer Default. If any one of the following events (a "“Servicer Default"”) occurs shall occur and is be continuing: (a) any failure by the Servicer to remit deliver or cause to be delivered to the Trustee, on behalf Securities Intermediary or Relevant Trustee for deposit in any of the Issuer, Accounts any required remittance that payment or to direct the Securities Intermediary or Relevant Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five ten (10) Business Days after (i) receipt by the Servicer of written notice of such failure is received given by the Servicer from Indenture Trustee or Holders of Notes evidencing not less than a majority of the Issuer Outstanding Principal Amount, acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance or (ii) discovery of such failure by an Authorized Officer of the Trustee; orServicer; (b) any failure by the Servicer to duly to observe or perform in any material respect any other covenant covenants or agreement agreements of the Servicer set forth in this AgreementAgreement (including its obligation to purchase Receivables pursuant to Section 4.06), which failure: (i) failure shall materially and adversely affects the Transferred Securitization Property or affect the rights of the Securitization BondholdersSecurityholders and shall continue unremedied for a period of 90 days after receipt by the Servicer of written notice of such failure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Principal Amount, and acting together as a single class, or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Certificate Balance; provided, however, that a failure under this clause (iib) that continues unremedied for a period of 60 150 days after written notice of or less will not constitute a Servicer Default if such failure has been given to the Servicer was caused by the Issuer force majeure or by the Trustee or after discovery of such failure by an officer of the Servicerother similar occurrence; or (c) any representation or warranty made by the Servicer in this Agreement proves to have been incorrect when made, which has a material adverse effect on the Issuer or the Securitization Bondholders and which material adverse effect continues unremedied for a period occurrence of 60 days after the date on which written notice thereof has been given to the Servicer by the Issuer or the Trustee or after discovery of such failure by an officer of the Servicer, as the case may be; or (d) an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Trustee, with the consent of Indenture Trustee or the Holders of Notes evidencing a majority of the outstanding principal amount Outstanding Principal Amount of the Securitization Bonds Notes, acting together as a single Class or, if no Notes are Outstanding, Holders of all Series, but subject to the provisions Certificates evidencing not less than a majority of the Intercreditor AgreementCertificate Balance, by notice then given in writing to the Servicer (a "Termination Notice"and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) and the Administrator (and the Administrator will provide notice thereof to each Rating Agency pursuant to Section 1(d) of the Administration Agreement) may terminate all of 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 appointed7.02 hereof) of the Servicer under this Agreement. In addition, upon a Servicer Default specified in Section 6.01(a) above, the Issuer and the Trustee shall be entitled to apply to the MPSC or any court of competent jurisdiction for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization Property. 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 Transferred Securitization PropertyNotes, the related Securitization Charges Certificates or the Receivables or otherwise, shall, upon appointment of a successor Servicer pursuant to Section 6.04, without further action, pass to and be vested in the Indenture Trustee or such successor Successor Servicer as may be appointed under Section 8.02; 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 Securitization Property Documentation Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Trustee Successor Servicer and the Issuer Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including including, without limitation, the transfer to the successor Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for remittancedeposit, or shall have been deposited by the predecessor Servicer, in the Accounts or thereafter be received by it with respect to the Transferred Securitization Property or Receivables that shall at that time be held by the predecessor Servicer and the delivery of the Receivable Files and the related Securitization Charges. As soon as practicable after receipt accounts and records maintained by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Property Documentation to the successor predecessor Servicer. All reasonable costs and expenses (including attorneys fees and expensesattorneys’ fees) incurred in connection with transferring the Securitization Property Documentation Receivable Files to the successor Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 6.01 8.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of Consumers Notwithstanding the foregoing, in the event the predecessor Servicer is the Indenture Trustee, the original Servicer hereunder shall reimburse the Indenture Trustee for all reasonable costs and expenses as Servicer shall not terminate Consumers' rights or obligations under described in the Sale Agreementimmediately preceding sentence.

Servicer Default. If any one of the following events (a "Servicer Default") occurs and is continuing: (a) any failure by the Servicer to remit to the Trustee, on behalf of the Issuer, any required remittance that continues unremedied for a period of five Business Days after written notice of such failure the date it is received by the Servicer from the Issuer or the Trusteerequired 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 AgreementServicing Agreement or any other Basic Document to which the Servicer is a party, which failure: (i) materially and adversely affects the Transferred Securitization Bondable Transition Property or the rights of the Securitization Transition Bondholders, ; and (ii) continues unremedied for a period of 60 sixty days after written notice of such failure has been given to the Servicer by the Issuer or by Issuer, the Trustee or the 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, as the case may be; or (c) any representation or warranty made by the Servicer in this Servicing Agreement proves to have been incorrect when made, which has a material adverse effect on the Issuer or the Securitization Transition Bondholders and which material adverse effect continues unremedied for a period of 60 sixty days after the date on which written notice thereof has been given to the Servicer by the Issuer Issuer, the Trustee or the 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, as the case may be; or (d) an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, the Trustee, with the consent of the Holders of a majority of the outstanding Outstanding principal amount balance of the Securitization Transition Bonds of all SeriesSeries and Classes, but subject to the provisions of the Intercreditor Agreementvoting together as a single class, by notice then given in writing to the Servicer (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 Successor Servicer is appointed) of the Servicer under this Servicing Agreement. In addition, upon a Servicer Default specified in Section 6.01(a) abovebecause of a failure to make required remittances, the Issuer and the Trustee shall each be entitled to apply to the MPSC BPU or any court of competent jurisdiction for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization 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 Transferred Securitization Bondable Transition Property, the related Securitization Charges Transition Bond Charge or otherwise, shall, upon appointment of a successor Successor Servicer pursuant to Section 6.04, without further action, pass to and be vested in such successor Successor Servicer and, without limitation, the 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 Securitization Bondable Transition Property Documentation and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Successor Servicer, the Trustee and the 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 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 Transferred Securitization Bondable Transition Property or the related Securitization ChargesTransition Bond Charge. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Bondable Transition Property Documentation to the successor Successor Servicer. All reasonable costs and expenses (including attorneys attorneys' fees and expenses) incurred in connection with transferring the Securitization Bondable Transition Property 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 Consumers JCP&L as Servicer shall not terminate Consumers' JCP&L's rights or obligations under the Sale Agreement.

Servicer Default. If any one Each of the following events shall constitute a servicer default (each, a "Servicer Default") occurs and is continuing:): (a) any failure by the Master Servicer to remit make any payment, deposit or transfer required to be made under the Trustee, on behalf terms of the Issuer, any required remittance that this Master Agreement which continues unremedied for a period of five two (2) Business Days Day after the date upon which written notice of such failure is failure, requiring the same to be remedied, shall have been received by the Master Servicer from the Issuer or the TrusteePurchaser; or (b) any failure by on the part of the Master Servicer duly to observe or perform in any material respect any other covenant or agreement of the covenants or agreements on the part of the Master Servicer set forth in this Agreement, Master 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 forty-five (c45) any representation or warranty made by the Servicer in this Agreement proves to have been incorrect when made, which has a material adverse effect on the Issuer or the Securitization Bondholders and which material adverse effect continues unremedied for a period of 60 days after the date on which written notice thereof has of such failure, requiring the same to be remedied, shall have been given to the Servicer received by the Issuer Master Servicer from the Purchaser; or (c) a decree or order of a court or agency or supervisory authority having jurisdiction in the Trustee premises for the appointment of a conservator, receiver or after discovery liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such failure by an officer decree or order shall have remained in force undischarged or unstayed for a period of the Servicer, as the case may besixty (60) days; or (d) an Insolvency Event occurs with respect consent by the Master Servicer to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, the Trustee, with the consent of the Holders appointment of a majority conservator, receiver or liquidator in any insolvency, readjustment of the outstanding principal amount debt, marshalling of the Securitization Bonds of all Series, but subject assets and liabilities or similar proceedings relating to the provisions Master Servicer or to all or substantially all of its property; or (e) the Intercreditor Agreement, by notice then given Master Servicer's admission in writing of its inability to pay its debts generally as they become due, filing of a petition to invoke any applicable insolvency or reorganization statute, making of an assignment for the Servicer benefit of its creditors, or voluntarily suspending payment of its obligations; or (f) 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 under this Agreement. In addition, upon a Servicer Default specified in Section 6.01(a) above, the Issuer and the Trustee shall be entitled to apply to the MPSC or any court of competent jurisdiction for sequestration and payment to shall have found that the Trustee Master Servicer or any of revenues arising with respect to its senior executive officers has committed an act of civil fraud; or (g) the Transferred Securitization Property. On Master Servicer or after the receipt by the Servicer any of its principal officers shall have been convicted of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Transferred Securitization Property, the 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 and, without limitation, the 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 Securitization Property Documentation and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Trustee and the 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 cash amounts that shall at the time be held by the predecessor Servicer for remittancefelony, or shall thereafter be received by it with respect have been convicted of any criminal act related to the Transferred Securitization Property Master Servicer’s lending or mortgage selling or servicing activities. (h) the related Securitization Charges. As soon as practicable after receipt by Master Servicer consummates a transaction that results in a Change of Control; or (i) the Master Servicer of such Termination Notice, the Servicer shall deliver the Securitization Property Documentation ceases to the successor Servicer. All reasonable costs and expenses (including attorneys fees and expenses) incurred be a cooperative association in connection with transferring the Securitization Property 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 Consumers as Servicer shall not terminate Consumers' rights or obligations good standing under the Sale Agreementlaws of the District of Columbia or any state of the United States for a period of thirty (30) days following notice thereof by any governmental authority having jurisdiction over such determination.

Servicer Default. If any one of the following events (a "Servicer Default") occurs and is continuing: (a) any failure by the Servicer to remit to the Trustee, on behalf of the Issuer, any required remittance that continues unremedied for a period of five Business Days after written notice of such failure is received by the Servicer and the BPU from the Issuer or the 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 BGS Bondable Transition Property or the rights of the Securitization 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 Issuer, the BPU or by the Trustee or after discovery of such failure by an officer of the Servicer; or (c) any representation or warranty made by the Servicer in this Agreement proves to have been incorrect when made, which has a material adverse effect on the Issuer or the Securitization BGS Transition Bondholders and which material adverse effect continues unremedied for a period of 60 days after the date on which written notice thereof has been given to the Servicer by the Issuer Issuer, the BPU or the Trustee or after discovery of such failure by an officer of the Servicer, as the case may be; or (d) an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the TrusteeTrustee may, with or shall upon the consent written instruction of the BPU (acting on behalf of Customers) or the Holders of a majority of the outstanding principal amount of the Securitization BGS Transition 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 Trustee if given by the 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 under this Agreement. In addition, upon a Servicer Default specified in Section 6.01(a) aboveDefault, the Issuer and the Trustee shall be entitled to apply to the MPSC BPU or any court of competent jurisdiction for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization 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 Transferred Securitization BGS Bondable Transition Property, the related Securitization Charges 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 and, without limitation, the 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 Securitization BGS Bondable Transition Property Documentation and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Trustee and the 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 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 Transferred Securitization BGS Bondable Transition Property or the related Securitization ChargesBGS Transition Bond Charge. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization BGS Bondable Transition Property Documentation to the successor Servicer. All reasonable costs and expenses (including attorneys fees and expenses) incurred in connection with transferring the Securitization BGS Bondable Transition Property 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 Consumers PSE&G as Servicer shall not terminate Consumers' PSE&G's rights or obligations under the Sale Agreement.

Servicer Default. If any one of the following events (a "Servicer Default") occurs shall occur and is be continuing: (a) any failure by the Servicer (i) to remit deliver to the Trustee, on behalf Indenture Trustee for deposit in any of the Issuer, Trust Accounts or the Certificate Distribution Account any required remittance payment or (ii) to direct the Indenture Trustee to make any required distribution therefrom that continues shall continue unremedied for a period of five three Business Days after written notice of such failure is received by the Servicer from the Issuer Owner Trustee or the 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 Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (cb) any representation or warranty made by failure on the part of the Servicer or the Seller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Seller (as the case may be) set forth in this Agreement proves to have been incorrect when madeor any other Basic Document, which has a material adverse effect on failure shall (i) materially and adversely affect the Issuer rights of the Certificateholder or the Securitization Bondholders Noteholders and which material adverse effect (ii) continues unremedied for a period of 60 days after the date on which written notice thereof has of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Issuer or the Trustee or after discovery of such failure by an officer of the Servicer, Seller (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Seller (as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes or the "Holder" (as defined in the Trust Agreement) of the Certificate; or (dc) an Insolvency Event occurs with respect to the Seller or the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, with the consent of or the Holders of a majority Notes evidencing not less than 25% of the outstanding principal amount Outstanding Amount of the Securitization Bonds of all Series, but subject to the provisions of the Intercreditor AgreementNotes, by notice then given in writing to the Servicer (a "Termination Notice"and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) 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 appointedSECTION 7.02 hereof) of the Servicer under this Agreement. In addition, upon a Servicer Default specified in Section 6.01(a) above, the Issuer and the Trustee shall be entitled to apply to the MPSC or any court of competent jurisdiction for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization Property. 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 Transferred Securitization PropertyNotes, the related Securitization Charges Certificate or the Receivables or otherwise, shall, upon appointment of a successor Servicer pursuant to Section 6.04, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under SECTION 8.02; 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 Securitization Property Documentation Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Issuer 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 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 Transferred Securitization Property or the related Securitization Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Property Documentation to the successor Servicera Receivable. All reasonable costs and expenses (including attorneys fees and expensesreasonable attorneys' fees) incurred in connection (x) with transferring the Securitization Property Documentation computer or other records to the successor Servicer in the form requested and (y) 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 Upon receipt of Consumers as notice of the occurrence of a Servicer Default, the Owner Trustee shall not terminate Consumers' rights or obligations under give notice thereof to the Sale AgreementRating Agencies.

Servicer Default. If any one of the following events (a "Servicer Default") occurs shall occur and is be continuing: : (a) any failure by the Master Servicer to remit deliver to the Trustee, on behalf Trustee for deposit in any of the Issuer, Trust Accounts or the Certificate Distribution Account any required remittance payment or to direct the Trustee to make any required distributions therefrom (other than a Monthly Advance required to be made from its own funds) that continues shall continue unremedied for a period of five [three] Business Days after written notice of such failure is received by the Master Servicer from the Issuer or the 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 Owner Trustee or after discovery of such failure by an officer of the Servicer; or (c) any representation or warranty made by the Servicer in this Agreement proves to have been incorrect when made, which has a material adverse effect on the Issuer or the Securitization Bondholders and which material adverse effect continues unremedied for a period of 60 days after the date on which written notice thereof has been given to the Servicer by the Issuer or the Trustee or after discovery of such failure by an officer Authorized Officer of the Master Servicer; or (b) failure by the Master Servicer to make any required Servicing Advance which failure continues unremedied for a period of [30] days, or failure on the part of the Master Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Master Servicer set forth in this Agreement or any other Basic Document, which failure shall: (i) materially and adversely affect the rights of either the Certificateholders or Noteholders and (ii) continue unremedied for a period of [30] days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given: (A) to the Master Servicer by the Owner Trustee or the Trustee or (B) to the Master Servicer and to the Owner Trustee and the Trustee by the Holders of Notes evidencing not less than [66 2/3]% of the Current Principal Amount of the Notes or Holders of Certificates evidencing not less than [66 2/3]% of the outstanding Certificate Balance, as applicable (or for such longer period, not in excess of [30] days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within [30] days and the case may beMaster Servicer delivers an Officers' Certificate to the Owner Trustee and the Trustee to such effect and to the effect that the Master Servicer has commenced or will promptly commence, and will diligently pursue, all reasonable efforts to remedy such default); or or (c) any failure of the Master Servicer to pay any Monthly Advance required to be made from its own funds pursuant to Section 3.15 that continues unremedied for a period of one Business Day; or (d) an Insolvency Event occurs with respect to the ServicerMaster Servicer or any successor; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Trustee, with the consent of or the Holders of a majority Notes evidencing not less than [66 2/3]% of the outstanding principal amount Current Principal Amount of the Securitization Bonds of all Series, but subject to the provisions of the Intercreditor AgreementNotes, by notice then given in writing to the Master Servicer and the Owner Trustee (a "Termination Notice"and to the Trustee if given by the Noteholders) 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 appointed6.2) of the Master Servicer under this Agreement. In addition, upon a Servicer Default specified in Section 6.01(a) above, the Issuer and the Trustee shall be entitled to apply to the MPSC or any court of competent jurisdiction for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization Property. On or after the receipt by the Master Servicer of a Termination Noticesuch written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Transferred Securitization PropertyNotes, the related Securitization Charges Certificates or the Mortgage Loans or otherwise, shall, upon appointment of a successor Servicer pursuant to Section 6.04, without further action, pass to and be vested in the Trustee or such successor Master Servicer as may be appointed under Section 7.2; and, without limitation, the Trustee is and the Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Master 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 Securitization Property Documentation Mortgage Loans and related documents, or otherwise. The predecessor Master Servicer shall cooperate with the successor Master Servicer, the Trustee and the Issuer Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Master Servicer under this Agreement, including the transfer to the successor Master Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Master Servicer for remittancedeposit, or shall thereafter be received by it with respect to the Transferred Securitization Property or the related Securitization Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Property Documentation to the successor Servicera Mortgage Loan. All reasonable costs and expenses (including attorneys fees and expensesattorneys' fees) incurred in connection with transferring the Securitization Property Documentation Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 6.01 shall be paid by the predecessor Master Servicer upon presentation of reasonable documentation of such costs and expenses. Termination Upon receipt of Consumers as notice of the occurrence of a Servicer Default, the Owner Trustee shall not terminate Consumers' rights or obligations under give notice thereof to the Sale AgreementRating Agencies.

Servicer Default. If any one of the following events (a "Servicer Default") occurs shall occur and is be continuing: (a) any failure by the Servicer to remit to the Trustee, any Bond Trustee on behalf of the Issuer, an Issuer any required remittance that continues shall continue unremedied for a period of five three Business Days after written notice of such failure is received by the Servicer from the such Issuer or the Bond Trustee; or (b) any failure by the Servicer or, so long as the Seller and the Servicer are the same Person, the Seller, as applicable, duly to observe or perform in any material respect any other covenant or agreement of the Servicer or the Seller, as the case may be, set forth in this AgreementAgreement or any other Basic Document to which it is a party, which failure: failure shall (i) materially and adversely affects affect the Transferred Securitization Intangible Transition Property or the rights of the Securitization Bondholders, and and (ii) continues continue unremedied for a period of 60 30 days after written notice of such failure has shall have been given to the Servicer or the Seller, as the case may be, by the any Issuer or by the any Bond Trustee or after discovery of such failure by an officer of the ServicerServicer or the Seller, as the case may be; or (c) any representation or warranty made by the Servicer in this Agreement proves shall prove to have been incorrect when made, which has a material adverse effect on any of the Issuer Issuers or the Securitization Transition Bondholders and which material adverse effect continues unremedied for a period of 60 days after the date on which written notice thereof has shall have been given to the Servicer by the any Issuer or the Trustee or after discovery of such failure by an officer of the Servicer, as the case may beany Bond Trustee; or (d) an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, Bond Trustees, as assignees of the Trusteeapplicable Issuers, with the consent of the respect to Holders of a majority of the outstanding principal amount of the Securitization Bonds of all Series, but subject to the provisions of the Intercreditor AgreementTransition Bonds, by notice then given in writing to the Servicer (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 6.02 to continue performing its functions as Servicer until a successor Servicer is appointed) of the Servicer under this AgreementAgreement with respect to all the Issuers. In addition, upon a Servicer Default specified described in Section 6.01(a) above), each of the Issuer and the Trustee following shall be entitled to apply to the MPSC or any court of competent jurisdiction PUC for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization Serviced Intangible Transition Property: (i) each Issuer or its assignees or (ii) pledgees or transferees, including transferees under the Statute, of the Serviced Intangible Transition Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this AgreementAgreement with respect to the Issuers, whether with respect to the Transferred Securitization Serviced Intangible Transition Property, the related Securitization Intangible Transition Charges or otherwise, shall, upon appointment of a successor Servicer pursuant to Section 6.046.02, without further action, pass to and be vested in such successor Servicer and, without limitation, the each Bond 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 Securitization Intangible Transition Property Documentation and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Trustee Bond Trustees and the Issuer Issuers 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 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 Transferred Securitization Serviced Intangible Transition Property or the related Securitization Intangible Transition Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Intangible Transition Property Documentation to the successor Servicer. All reasonable costs and expenses (including attorneys fees and expenses) incurred in connection with transferring the Securitization Intangible Transition Property 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 Consumers PECO Energy as Servicer shall not terminate Consumers' PECO Energy's rights or obligations as Seller under any of the Sale AgreementAgreements.

Servicer Default. If any one of the following events (a "Servicer Default") occurs shall occur and is be continuing: (a) any failure by the Master Servicer to remit deliver or cause to be delivered to the Trustee, on behalf Indenture Trustee for deposit in any of the IssuerTrust Accounts any payment required by the Basic Documents, any required remittance that which failure continues unremedied for a period of five Business Days after written notice of such failure is received by the Master Servicer from the Issuer Eligible Lender Trustee, the Indenture Trustee or the 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 Administrator or after discovery of such failure by an officer of the Master Servicer; or (b) any failure by the Master Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Master Servicer set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders and (ii) continue unremedied for a period of sixty (60) days (or for such longer period, not in excess of 120 days, as may be reasonably necessary to remedy such failure, if the Indenture Trustee and the Eligible Lender Trustee reasonably believe such failure is susceptible to cure within such longer period) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master Servicer, by the Indenture Trustee, the Eligible Lender Trustee or (B) to the Master Servicer, and to the Indenture Trustee, the Administrator and the Eligible Lender Trustee by Noteholders or Certificateholders, as applicable, representing not less than 25% of the Outstanding Amount of the Notes or 25% of the Outstanding Certificate Balance; or (c) any representation limitation, suspension or warranty made termination by the Servicer in this Agreement proves to have been incorrect when made, which has a material adverse effect on the Issuer or the Securitization Bondholders and which material adverse effect continues unremedied for a period of 60 days after the date on which written notice thereof has been given to the Servicer by the Issuer or the Trustee or after discovery of such failure by an officer Department of the Master Servicer, as 's eligibility to service Student Loans which materially and adversely affects its ability to service the case may beFinanced Student Loans; or (d) an Insolvency Event occurs with respect to the Master Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Trustee, with Indenture Trustee or the consent Noteholders of Notes evidencing not less than 75% of the Holders of a majority Outstanding Amount of the outstanding principal amount of the Securitization Bonds of all Series, but subject to the provisions of the Intercreditor Agreement, Notes by notice then given in writing to the Master Servicer (a "Termination Notice"and to the Indenture Trustee and the Eligible Lender Trustee if given by the Noteholders) 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 appointed5.02) of the Master Servicer under this Agreement. In addition, upon a Servicer Default specified in Section 6.01(a) above, the Issuer and the Trustee shall be entitled to apply to the MPSC or any court of competent jurisdiction for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization Property. On or after the receipt by the Master Servicer of a Termination Noticesuch written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Transferred Securitization PropertyNotes, the related Securitization Charges Certificates or the Financed Student Loans or otherwise, shall, upon appointment of a successor Servicer pursuant to Section 6.04, without further action, pass to and be vested in the Indenture Trustee or such successor Master Servicer as may be appointed under Section 6.02; and, without limitation, the Indenture Trustee is and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, on behalf for the benefit of the predecessor Master 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 Securitization Property Documentation Financed Student Loans and related documents, or otherwise. The predecessor Master Servicer shall cooperate with the successor Master Servicer, the Indenture Trustee and the Issuer Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Master Servicer under this Agreement, including the transfer to the successor Master Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Master Servicer for remittancedeposit, or shall thereafter be received by it with respect to the Transferred Securitization Property or the related Securitization Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Property Documentation to the successor Servicera Financed Student Loan. All reasonable costs and expenses (including attorneys fees and expensesattorneys' fees) incurred in connection with transferring the Securitization Property Documentation Student Loan Files to the successor Master Servicer and amending this Agreement and any other Basic Documents to reflect such succession as Master Servicer pursuant to this Section 6.01 shall be paid by the predecessor Master Servicer upon presentation of reasonable documentation of such costs and expenses. Termination Upon receipt of Consumers notice of the occurrence of a Servicer Default, the Eligible Lender Trustee shall give notice thereof to the Rating Agencies. Notwithstanding the termination of the Master Servicer and the engagement of a successor Master Servicer, each Subservicer shall continue to serve in its capacity as Servicer shall not terminate Consumers' rights or obligations under Subservicer, unless it is in breach of the Sale related Subservicing Agreement.

Servicer Default. If any one of the following events (each a "Servicer DefaultSERVICER DEFAULT") occurs shall occur and is be continuing: (a) any failure by the Servicer to remit to the Trustee, Collection Account on behalf of the Issuer, Issuer any required remittance Remittance that continues 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 Trustee; or (b) any failure by on the part of the Servicer duly to observe or to perform in any material respect any other covenant covenants or agreement agreements of the Servicer set forth in this Agreement, which failure: failure shall (ia) materially and adversely affects the Transferred Securitization Property or affect the rights of the Securitization Bondholders, and Bondholders and (ii) continues continue unremedied for a period of 60 days after the date on which written notice of such failure has failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Issuer or (B) to the Servicer by the Trustee or after discovery by the Holders of such failure by an officer Bonds evidencing not less than 25 percent of the ServicerOutstanding Amount of the Bonds; or (c) any representation or warranty made by the Servicer in this Agreement proves shall prove to have been incorrect in any material respect when made, which has a material adverse effect on the Issuer or the Securitization Bondholders and which material adverse effect continues unremedied for a period of 60 days after the date on which written notice thereof has been given to of such failure is received by the Servicer by from the Issuer or the Trustee or after discovery of such failure by an officer of the Servicer, as the case may beTrustee; or (d) an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Trustee, with the consent of or the Holders of a majority Bonds evidencing not less than 25 percent of the outstanding principal amount Outstanding Amount of the Securitization Bonds of all Series, but subject to the provisions of the Intercreditor AgreementBonds, by notice then given in writing to the Servicer (and to the Trustee if given by the Bondholders) (a "Termination NoticeTERMINATION 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 appointed6.02) of the Servicer under this Agreement. In addition, upon a Servicer Default specified described in Section 6.01(a) above7.01(a), each of the Issuer and the Trustee following shall be entitled to apply to the MPSC or any court of competent jurisdiction NHPUC for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization RRB Property in accordance with RSA 369-B:7, VI and VIII: (1) the Bondholders or the Trustee; (2) the Issuer or its assignees; or (3) pledgees or transferees of the 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 Transferred Securitization Bonds, the RRB Property, the related Securitization Charges RRB 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 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 Securitization RRB Property Documentation Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Trustee Issuer and the Issuer 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 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 Transferred Securitization RRB Property or the related Securitization ChargesRRB Charge. As soon In case a successor Servicer is appointed as practicable after receipt by the a result of a Servicer of such Termination NoticeDefault, the Servicer shall deliver the Securitization Property Documentation to the successor Servicer. All all reasonable costs and expenses (including attorneys reasonable attorneys' fees and expenses) incurred in connection with transferring the Securitization RRB Property Documentation Records 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 All other reasonable costs and expenses incurred in transferring servicing responsibilities to a successor servicer shall constitute Operating Expenses of Consumers as Servicer shall not terminate Consumers' rights or obligations under the Sale AgreementIssuer.

Servicer Default. If any In case one or more of the following events of default by a Servicer (each, a "Servicer Default") occurs shall occur and be continuing, that is continuingto say: (ai) any failure by the Servicer to remit to the Trustee, on behalf Trustee any payment required to be made under the terms of the Issuer, any required remittance that this Agreement which continues unremedied for a period of five three Business Days after written notice of such failure is received by the Servicer from the Issuer or the TrusteeDays; or (bii) any failure by the Servicer duly to observe or perform in any material respect any other covenant or agreement of the Servicer covenants or agreements set forth in this Agreement, which failure: (i) materially and adversely affects the Transferred Securitization Property or the rights breach 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 (c) any representation or warranty made by the Servicer in this Agreement proves to have been incorrect when made, which has a material adverse effect on the Issuer or the Securitization Bondholders and which material adverse effect continues continue unremedied for a period of 60 sixty days after the date on which written notice thereof has of such failure, requiring the same to be remedied, shall have been given to the related Servicer by the Issuer or the Trustee or after discovery of such failure by an officer of the Servicer, as the case may beTrustee; or (diii) an Insolvency Event occurs with respect 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 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 related Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of sixty days; or (iv) the related 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 such Servicer or of or relating to all or substantially all of its property; or (v) the related 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 related Servicer attempts to assign its right to servicing compensation hereunder or such 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 as otherwise permitted herein; or (vii) the related 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 such 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, the Trustee, with the consent of the Holders of a majority of the outstanding principal amount of the Securitization Bonds of all Series, but subject to the provisions of the Intercreditor Agreement, by notice then given in writing to the related Servicer (shall with respect to a "Termination Notice"payment default by the related Servicer pursuant to Section 8.01(i) 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 (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 related Servicer under this Agreement. In addition, upon a Servicer Default specified Agreement and in Section 6.01(a) above, and to the Issuer related Mortgage Loans and the Trustee shall be entitled to apply to proceeds thereof without compensating the MPSC or any court of competent jurisdiction related Servicer for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization Propertysame. On or after the receipt by the a Servicer of a Termination Noticesuch written notice, all authority and power of the such Servicer under this Agreement, Agreement whether with respect to the Transferred Securitization Property, the related Securitization Charges Mortgage Loans or otherwise, shall, upon appointment of a successor Servicer pursuant to Section 6.04, without further action, shall pass to and be vested in such successor Servicer and, without limitationthe Trustee. Upon written request from the Trustee, the Trustee is hereby authorized and empowered to related 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 Securitization Property Documentation related Mortgage Loans and related documents, or otherwise, at such Servicer's sole expense; provided, however, in no event shall any Servicer be responsible for any expenses incurred as a result of any termination of the other Servicer. The predecessor defaulting Servicer shall cooperate with the successor Servicer, the Trustee and the Issuer 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 cash amounts that which shall at the time be held credited by the predecessor defaulting Servicer for remittance, to its Custodial Account or shall Escrow Account or thereafter be received by it with respect to the Transferred Securitization related 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 related Securitization Chargesdate of such termination, whether in respect of Advances, Servicing Advances, accrued and unpaid Servicing Fees or otherwise, and shall continue to be entitled to the benefits of Section 7.04, notwithstanding any such termination, with respect to events occurring prior to such termination). As soon as practicable after receipt The Trustee shall not have knowledge of a Servicer Default unless a Responsible Officer of the Trustee has actual knowledge or unless written notice of any Servicer Default is received by the Servicer of Trustee at its Corporate Trust Office and such Termination Noticenotice references the Certificates, the Servicer shall deliver the Securitization Property Documentation to the successor Servicer. All reasonable costs and expenses (including attorneys fees and expenses) incurred in connection with transferring the Securitization Property Documentation to the successor Servicer and amending Trust Fund or 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 Consumers as Servicer shall not terminate Consumers' rights or obligations under the Sale Agreement.

Servicer Default. If any one of the following events (a "Servicer Default") occurs and is continuing: (a) any failure by the Servicer to remit to the Trustee, on behalf of the Issuer, any required remittance by the date that such remittance must be made that continues unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Issuer or the 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 AgreementAgreement (other than as provided in Section 6.01(a)) or any other Basic Document to which it is a party in such capacity, which failure: (i) materially and adversely affects the Transferred Securitization Transition Property or the timely collection of the Transition Charges or the rights of the Securitization Trustee or the 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 (with a copy to the Trustee) or by the Trustee or after discovery of such failure by an officer of the Servicer; or (c) any representation or warranty made by the Servicer in this Agreement or any Basic Document proves to have been incorrect when made, which has a material adverse effect on the Issuer Transition Property or the Securitization Issuer's ownership interest therein, the security interest of the Trustee in the Transition Property, the Issuer, the Transition Bondholders or the investment of the Transition Bondholders in the Transition Bonds, and which material adverse effect continues unremedied for a period of 60 days after the date on which written notice thereof has shall have been given to the Servicer (with a copy to the Trustee) by the Issuer or the Trustee or after discovery of such failure by an officer of the Servicer, as the case may be; or (d) an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, and in no other circumstances, the TrusteeTrustee may, with or shall upon the consent written instruction of the Holders of a majority of the outstanding principal amount of the Securitization Bonds of all SeriesMajority Holders, but subject to the provisions of the Intercreditor Agreement, by notice then given in writing to the Servicer (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 under this AgreementAgreement by notice then given in writing to the Servicer (a "Termination Notice"). In addition, upon a Servicer Default specified in Section 6.01(a) aboveDefault, the Issuer and the Trustee shall be entitled to (x) apply to the MPSC or any a state district court of competent jurisdiction located in Xxxxxx County, Texas, for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization Transition Property, (y) foreclose on or otherwise enforce the lien and security interest in any Transition Property and (z) apply to the PUCT for an order that amounts arising from the Transition Charges be transferred to a separate account for the benefit of the Transition Bondholders, in accordance with the Texas Electric Choice Plan. 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 Transferred Securitization Transition Property, the related Securitization Transition 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 and, without limitation, the 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 Securitization Transition Property Documentation and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Trustee and the 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 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 Transferred Securitization Transition Property or the related Securitization Transition Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Transition Property Documentation to the successor Servicer. All reasonable costs and expenses (including attorneys attorneys' fees and expenses) incurred in connection with transferring the Securitization Transition Property Documentation to the successor Servicer and amending this Agreement or the Intercreditor 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 Consumers Reliant Energy's rights as a Servicer shall not terminate Consumers' Reliant Energy's rights or obligations in its individual capacity under the Sale AgreementAgreement or the Intercreditor Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

Servicer Default. If any one of the following events (a "Servicer Default") occurs shall occur and is be continuing: (a) any Any failure by the Servicer to remit deliver to the Trustee, on behalf Owner Trustee or Trustee for deposit in any of the IssuerTrust Accounts or the Certificate Distribution Account any payment required to be so delivered under the terms of the Notes, any required remittance the Certificates or this Agreement that continues shall continue unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Issuer Security Insurer, the Owner Trustee or the 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 Officer of the Servicer; or (cb) any representation or warranty made Failure by the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Seller (as the case may be) set forth in the Notes, the Certificates, this Agreement proves to have been incorrect when madeor any other Basic Document, which has a material adverse effect on failure shall (i) materially and adversely affect the Issuer rights of either the Certificateholders or the Securitization Bondholders Noteholders and which material adverse effect continues (ii) continue unremedied for a period of 60 days after the date on which written notice thereof has of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Issuer Security Insurer, the Owner Trustee or the Trustee or after discovery of such failure by an officer of (B) to the Servicer, the Owner Trustee and the Trustee by the Holders of Notes evidencing not less than 25% of the outstanding principal amount of the Notes as applicable (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 case may beServicer delivers an Officers' Certificate to the Security Insurer, 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 (dc) an An Insolvency Event occurs with respect to the ServicerServicer or any successor; or (d) So long as an Insurer Default shall not have occurred and be continuing, an Insurance Agreement Event of Default described in Section 5.01 of the Insurance Agreement shall have occurred; then, and in each and every case, (i) so long as the Servicer no Insurer Default shall not have been remediedoccurred and be continuing, the TrusteeTrustee may, with the consent of the Security Insurer and at the direction of the Security Insurer, the Trustee shall, subject to subsection (b) of this Section 8.1, except in the case of an event arising under Section 5.01(c) of the Insurance Agreement or (ii) if an Insurer Default shall have occurred and be continuing, any of the Trustee or the Holders of Notes evidencing not less than a majority of the outstanding principal amount of the Securitization Bonds Notes then outstanding or Holders of all SeriesCertificates of Percentage Interests greater than 50% in the case of any default that does not adversely affect the Trustee or the Noteholders, but subject to the provisions of the Intercreditor Agreement, in any case by notice then given in writing to the Servicer (a "Termination Notice"and to the Trustee if given by the Security Insurer or, as applicable, the Noteholders or the Certificateholders) may terminate all of 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 under this Agreement. In additionFor purposes of Section 8.1(d), upon a Servicer Default specified in any determination of an adverse effect on the interest of the Certificateholders or the Noteholders pursuant to Section 6.01(a8.1(b) above, the Issuer and the Trustee shall be entitled to apply to made without consideration of the MPSC or any court availability of competent jurisdiction for sequestration and payment to funds under the Trustee of revenues arising with respect to the Transferred Securitization PropertyNote Policy. On or after the receipt by the Servicer of a Termination Noticesuch written notice, all authority authority, power, obligations and power responsibilities of the Servicer under this Agreement, whether with respect to the Transferred Securitization PropertyNotes, the related Securitization Charges Certificates or the Receivables or otherwise, shallautomatically shall pass to, upon appointment of a successor Servicer pursuant to Section 6.04, without further action, pass to and be vested in such successor Servicer and, without limitation, and become obligations and responsibilities of the Trustee provided that the Trustee is hereby not unwilling or unable to act; provided, however, that the Trustee shall have no liability with respect to any obligation which was required to be performed by the prior Servicer prior to the date that the Trustee becomes the Servicer or any claim of a third party based on any alleged action or inaction of the prior Servicer. The Trustee is authorized and empowered by this Agreement, as successor Servicer to execute and deliver, on behalf of the predecessor prior Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, 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 Securitization Receivables and the other Trust Property Documentation and related documents, to show the Owner Trustee as lienholder or secured party on the related Lien Certificates, or otherwise. The predecessor prior Servicer shall agrees to cooperate with the successor Servicer, the Trustee and the Issuer Servicer in effecting the termination of the responsibilities and rights of the predecessor prior Servicer under this Agreement, including including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor prior Servicer for remittancedeposit, or shall have been deposited by the prior Servicer, in the Collection Account or thereafter be received by it with respect to the Transferred Securitization Property or Receivables and the related Securitization Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Property Documentation to the successor Servicer. All reasonable costs and expenses (including attorneys fees and expenses) incurred in connection with transferring the Securitization Property Documentation delivery to the successor Servicer of all Receivables Files, records and amending this Agreement a computer tape in readable form containing all information necessary to reflect such succession as enable the successor Servicer pursuant to this Section 6.01 shall be paid by service the predecessor Servicer upon presentation of reasonable documentation of such costs Receivables and expensesthe other Trust Property. Termination of Consumers as The terminated Servicer shall not terminate Consumers' rights or obligations under grant the Sale AgreementTrustee, (in its capacity as Trustee and/or successor Servicer), the Owner Trustee and the Security Insurer reasonable access to the terminated Servicer's premises at the Servicer's expense.

Servicer Default. If any one of the following events (a "“Servicer Default"”) occurs shall occur and is be continuing: (a) any failure by the Servicer to remit to the Trustee, on behalf of applicable Trustee for deposit in the Issuer, Collection Account for the applicable Series any required remittance for a Series of Bonds that continues shall continue unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Issuer or the 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 by the Servicer to duly perform its obligations to make DRC Charge true-up adjustment filings for any Series of Bonds in the time and manner set forth in this Agreement, which failure continues unremedied for a period of five Business Days after written notice of that failure is received by the Servicer from the Issuer or the applicable Trustee; (c) any failure on the part of the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement (including Section 4.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of Bondholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Issuer or (B) to the Servicer by any Trustee or by the Holders of Bonds evidencing not less than 25 percent of the Outstanding Amount of the Bonds of all Series; or (d) any representation or warranty made by the Servicer in this Agreement proves shall prove to have been incorrect when made, which that has a material adverse effect on the Issuer or the Securitization Bondholders and which material adverse effect continues unremedied for a period of 60 days after the date on which written notice thereof has thereof, requiring the same to be remedied, shall have been given delivered to the Servicer by the Issuer or the Trustee or after discovery of such failure by an officer of the Servicer, as the case may beany Trustee; or (de) an Insolvency Event occurs with respect to the ServicerServicer or the Seller; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the applicable Trustee, with the consent of or the Holders of Bonds evidencing not less than a majority of the outstanding principal amount Outstanding Amount of the Securitization Bonds of all each affected Series, but subject to the provisions of the Intercreditor Agreement, by notice then given in writing to the Servicer (and to the applicable 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 under this AgreementAgreement with respect to that Series, subject to compliance with Section 7.02. In addition, upon a Servicer Default specified described in Section 6.01(a) above7.01(a), each of the Issuer and the Trustee following shall be entitled to apply to the MPSC or any court of competent jurisdiction CPUC for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization Recovery Property: (i) the holders of any Bonds and any Trustee or representative thereof as beneficiaries of any statutory or other lien provided or permitted by the PU Code; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 848.4 of the PU Code, 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 Transferred Securitization Bonds, the Recovery Property, the related Securitization DRC 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 applicable 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 Securitization Recovery Property Documentation Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and each Trustee and the 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 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 Transferred Securitization Recovery Property or the related Securitization DRC Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Property Documentation to the successor Servicer. All reasonable costs and expenses (including reasonable attorneys fees and expenses) incurred in connection with transferring the Securitization Recovery Property Documentation Records 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 Consumers as Servicer shall not terminate Consumers' rights or obligations under the Sale Agreement.

Servicer Default. If any one of the following events (a "Servicer Default") occurs shall occur and is be continuing: (a) any Any failure by the Servicer to remit deliver to the Trustee, on behalf Owner Trustee or Trustee for deposit in any of the IssuerTrust Accounts or the Certificate Distribution Account any payment required to be so delivered under the terms of the Notes, any required remittance the Certificates or this Agreement that continues shall continue unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Issuer Security Insurer, the Owner Trustee or the 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 Officer of the Servicer; or (cb) any representation or warranty made Failure by the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Seller (as the case may be) set forth in the Notes, the Certificates, this Agreement proves to have been incorrect when madeor any other Basic Document, which has a material adverse effect on failure shall (i) materially and adversely affect the Issuer rights of either the Certificateholders or the Securitization Bondholders Noteholders and which material adverse effect continues (ii) continue unremedied for a period of 60 days after the date on which written notice thereof has of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Issuer Security Insurer, the Owner Trustee or the Trustee or after discovery of such failure by an officer of (B) to the Servicer, the Owner Trustee and the Trustee by the Holders of Notes evidencing not less than 25% of the outstanding principal amount of the Notes or the holder of the Voting Interest, as applicable (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 case may beServicer delivers an Officers' Certificate to the Security Insurer, 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 (dc) an An Insolvency Event occurs with respect to the ServicerServicer or any successor; or (d) So long as an Insurer Default shall not have occurred and be continuing, an Insurance Agreement Event of Default described in Section 5.01 of the Insurance Agreement shall have occurred; then, and in each and every case, (i) so long as the Servicer no Insurer Default shall not have been remediedoccurred and be continuing, the TrusteeTrustee may, with the consent of the Security Insurer and at the direction of the Security Insurer, the Trustee shall, subject to subsection (b) of this Section 8.1, except in the case of an event arising under Section 5.01(c) of the Insurance Agreement or (ii) if an Insurer Default shall have occurred and be continuing, any of the Trustee or the Holders of Notes evidencing not less than a majority of the outstanding principal amount of the Securitization Bonds of all SeriesNotes then outstanding, but subject to or the provisions Holder of the Intercreditor Voting Interest (as defined in the Trust Agreement), as applicable, in the case of any default that does not adversely affect the Trustee or the Noteholders, in any case by notice then given in writing to the Servicer (a "Termination Notice"and to the Trustee if given by the Security Insurer or, as applicable, the Noteholders or the Certificateholders) may terminate all of 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 under this Agreement. In additionFor purposes of Section 8.1(d), upon a Servicer Default specified in any determination of an adverse effect on the interest of the Certificateholders or the Noteholders pursuant to Section 6.01(a8.1(b) above, the Issuer and the Trustee shall be entitled to apply to made without consideration of the MPSC or any court availability of competent jurisdiction for sequestration and payment to funds under the Trustee of revenues arising with respect to the Transferred Securitization PropertyPolicies. On or after the receipt by the Servicer of a Termination Noticesuch written notice, all authority authority, power, obligations and power responsibilities of the Servicer under this Agreement, whether with respect to the Transferred Securitization PropertyNotes, the related Securitization Charges Certificates or the Receivables or otherwise, shallautomatically shall pass to, upon appointment of a successor Servicer pursuant to Section 6.04, without further action, pass to and be vested in such successor Servicer and, without limitation, and become obligations and responsibilities of the Trustee provided that the Trustee is hereby not unwilling or unable to act; PROVIDED, HOWEVER, that the Trustee shall have no liability with respect to any obligation which was required to be performed by the prior Servicer prior to the date that the Trustee becomes the Servicer or any claim of a third party based on any alleged action or inaction of the prior Servicer. The Trustee is authorized and empowered by this Agreement, as successor Servicer to execute and deliver, on behalf of the predecessor prior Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, 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 Securitization Receivables and the other Trust Property Documentation and related documents, to show the Owner Trustee as lienholder or secured party on the related Lien Certificates, or otherwise. The predecessor prior Servicer shall agrees to cooperate with the successor Servicer, the Trustee and the Issuer Servicer in effecting the termination of the responsibilities and rights of the predecessor prior Servicer under this Agreement, including including, without limitation, the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor prior Servicer for remittancedeposit, or shall have been deposited by the prior Servicer, in the Collection Account or thereafter be received by it with respect to the Transferred Securitization Property or Receivables and the related Securitization Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Property Documentation to the successor Servicer. All reasonable costs and expenses (including attorneys fees and expenses) incurred in connection with transferring the Securitization Property Documentation delivery to the successor Servicer of all Receivables Files, records and amending this Agreement a computer tape in readable form containing all information necessary to reflect such succession as enable the successor Servicer pursuant to this Section 6.01 shall be paid by service the predecessor Servicer upon presentation of reasonable documentation of such costs Receivables and expensesthe other Trust Property. Termination of Consumers as The terminated Servicer shall not terminate Consumers' rights or obligations under grant the Sale AgreementTrustee, (in its capacity as Trustee and/or successor Servicer), the Owner Trustee and the Security Insurer reasonable access to the terminated Servicer's premises at the Servicer's expense.

Servicer Default. If any In case one or more of the following events of default by a Servicer (each, a "Servicer Default") occurs shall occur and be continuing, that is continuingto say: (ai) any failure by the Servicer Option One to remit to the Trustee, on behalf Trustee any payment required to be made under the terms of the Issuer, any required remittance that this Agreement which continues unremedied for a period of five three Business Days after written notice of such failure is received by the Servicer from the Issuer or the TrusteeDays; or (bii) any failure by on the Servicer part of Option One duly to observe or perform in any material respect any other covenant or agreement of the Servicer covenants or agreements on the part of Option One set forth in this Agreement, which failure: (i) materially and adversely affects the Transferred Securitization Property or the rights breach 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 (c) any representation or warranty made by the Servicer in this Agreement proves to have been incorrect when made, which has a material adverse effect on the Issuer or the Securitization Bondholders and which material adverse effect continues continue unremedied for a period of 60 sixty days (except that such number of days shall be fifteen in the case of a failure to pay any premium for any insurance policy required to be maintained under this Agreement and such failure shall be deemed to have a material adverse effect) after the date on which written notice thereof has of such failure, requiring the same to be remedied, shall have been given to the Servicer Option One by the Issuer or the Trustee or after discovery of such failure by an officer of the Servicer, as the case may beTrustee; or (diii) an Insolvency Event occurs with respect 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 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 Option One and such decree or order shall have remained in force undischarged or unstayed for a period of sixty days; or (iv) Option One shall consent to the Servicerappointment 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 Option One or of or relating to all or substantially all of its property; or (v) Option One 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) Option One attempts to assign its right to servicing compensation hereunder or Option One 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 as otherwise permitted herein; or (vii) Option One 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 Option One's ability to perform its obligations hereunder; or (viii) a default by WFHM under the WFHM Servicing Agreement; then, and in each and every such case, so long as the a Servicer Default shall not have been remedied, the Trustee, with the consent of the Holders of a majority of the outstanding principal amount of the Securitization Bonds of all Series, but subject to the provisions of the Intercreditor Agreement, by notice then given in writing to the related Servicer (shall with respect to a "Termination Notice"payment default by the related Servicer pursuant to Section 8.01(i) or Section 10.01(i) of the WFHM Servicing Agreement 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 (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 related Servicer under this Agreement or the WFHM Servicing Agreement. In addition, upon a Servicer Default specified as applicable and in Section 6.01(a) above, and to the Issuer related Mortgage Loans and the Trustee shall be entitled to apply to proceeds thereof without compensating the MPSC or any court of competent jurisdiction related Servicer for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization Propertysame. On or after the receipt by the a Servicer of a Termination Noticesuch written notice, all authority and power of the such Servicer under this Agreement or the WFHM Servicing Agreement, as applicable whether with respect to the Transferred Securitization Property, the related Securitization Charges Mortgage Loans or otherwise, shall, upon appointment of a successor Servicer pursuant to Section 6.04, without further action, shall pass to and be vested in such successor Servicer and, without limitationthe Trustee. Upon written request from the Trustee, the Trustee is hereby authorized and empowered to related 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 Securitization Property Documentation related Mortgage Loans and related documents, or otherwise, at such Servicer's sole expense; provided, however, in no event shall Option One be responsible for any expenses incurred as a result of any termination pursuant to Section 8.01(viii). The predecessor Servicer Option One, pursuant to this Agreement or WFHM pursuant to the WFHM Servicing Agreement, shall cooperate with the successor Servicer, the Trustee and the Issuer in effecting the termination of the related Servicer's responsibilities and rights of hereunder or under the predecessor Servicer under this WFHM Servicing Agreement, including as applicable, including, without limitation, the transfer to the such successor Servicer for administration by it of all cash amounts that which shall at the time be held credited by the predecessor related Servicer for remittance, to its Custodial Account or shall Escrow Account or thereafter be received by it with respect to the Transferred Securitization Property related Mortgage Loans or any related REO Property. The Trustee shall not have knowledge of a Servicer Default unless a Responsible Officer of the related Securitization Charges. As soon as practicable after receipt Trustee has actual knowledge or unless written notice of any Servicer Default is received by the Servicer of Trustee at its Corporate Trust Office and such Termination Noticenotice references the Certificates, the Servicer shall deliver the Securitization Property Documentation to the successor Servicer. All reasonable costs and expenses (including attorneys fees and expenses) incurred in connection with transferring the Securitization Property Documentation to the successor Servicer and amending Trust Fund or 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 Consumers as Servicer shall not terminate Consumers' rights or obligations under the Sale Agreement.

Servicer Default. If any one Any of the following events (will constitute a "Servicer Default") occurs and is continuing: (a) any failure by the Servicer to remit to the Trustee, on behalf of the Issuer, any required remittance that continues unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Issuer or the Trustee; or (b) any failure by the Servicer duly to observe or perform in any material respect any other covenant or agreement default of the Servicer set forth in this Agreement, which failure(a “Servicer Default”) as that term is used herein: (i) materially the failure of the Servicer to comply with or perform any provision of this Agreement or any other Related Document that has a Lease Material Adverse Effect with respect to the Servicer, the Lessor or any Lessee, and adversely affects such default continues for more than thirty (30) consecutive days after the Transferred Securitization Property earlier of the date written notice is delivered by the Lessor or the rights Trustee to the Servicer or the date an Authorized Officer of the Securitization Bondholders, andServicer obtains actual knowledge thereof; (ii) on and after the HVIF Closing Date to but excluding the Emergence Date, any Amortization Event specified in Sections 7.1(n) through (t) of the Series 2020-1 Supplement; (iii) after the Emergence Date, an Event of Bankruptcy occurs with respect to the Servicer; (iv) the failure of the Servicer to make any payment when due from it hereunder or under any of the other Related Documents or to deposit any HVIF Collections received by it into a Collateral Account when required under the Related Documents and, in each case, such failure continues unremedied for a period five (5) consecutive Business Days after the earlier of 60 days after (a) the date written notice of such failure has been given is delivered by the Lessor or the Trustee to the Servicer by or (b) the Issuer or by the Trustee or after discovery of such failure by date an officer Authorized Officer of the ServicerServicer 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 (cv) if (I) any representation or warranty made by the Servicer relating to the HVIF Collateral in this Agreement proves to have been any Related Document is inaccurate or incorrect when made, which has a material adverse effect on the Issuer or the Securitization Bondholders and which material adverse effect continues unremedied for a period is breached or is false or misleading as of 60 days after the date on which written notice of the making thereof has been given or any schedule, certificate, financial statement, report, notice, or other writing relating to the HVIF Collateral furnished by or on behalf of the Servicer by to the Issuer Lessor or the Trustee pursuant to any Related Document is false or after discovery misleading on the date as of which the facts therein set forth are stated or certified, (II) such failure by an officer inaccuracy, breach or falsehood has a Lease Material Adverse Effect with respect to the Lessor, and (III) the circumstance or condition in respect of the Servicerwhich such representation, warranty or writing was inaccurate, incorrect, breached, false or misleading, as the case may be; or (d) an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remediedeliminated or otherwise cured for at least thirty (30) consecutive days after the earlier of (x) the date of the receipt of written notice thereof from the Lessor or the Trustee to the Servicer and (y) the date an Authorized Officer of the Servicer obtains actual knowledge of such circumstance or condition. In the event of a Servicer Default, the Trustee, with the consent of the Holders of a majority of the outstanding principal amount of the Securitization Bonds of all Series, but subject acting pursuant to the provisions of the Intercreditor Agreement, by notice then given in writing to the Servicer (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 appointed8.7(c) of the HVIF Base Indenture, shall have the right to replace the Servicer under this Agreementas servicer. In additionFor the avoidance of doubt, upon a Servicer Default specified in Section 6.01(a) above, the Issuer and the Trustee shall be entitled to apply to the MPSC or any court of competent jurisdiction for sequestration and payment to the Trustee of revenues arising with respect to any Servicer Default, if the Transferred Securitization Property. On event or after the receipt by the condition giving rise (directly or indirectly) to such Servicer of a Termination NoticeDefault ceases to be continuing (through cure, all authority and power of the Servicer under this Agreement, whether with respect to the Transferred Securitization Property, the related Securitization Charges waiver or otherwise), shall, upon appointment of a successor then such Servicer pursuant Default will cease to Section 6.04, without further action, pass exist and will be deemed to and be vested in such successor Servicer and, without limitation, the 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 Securitization Property Documentation and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Trustee and the Issuer in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer have been cured for administration by it of 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 Transferred Securitization Property or the related Securitization Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Property Documentation to the successor Servicer. All reasonable costs and expenses (including attorneys fees and expenses) incurred in connection with transferring the Securitization Property 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 Consumers as Servicer shall not terminate Consumers' rights or obligations under the Sale Agreementevery purpose hereunder.

Servicer Default. If any one of the following events (a "Servicer Default") occurs shall occur and is be continuing: (a) any failure by the Servicer (i) to remit deliver to the Trustee, on behalf Indenture Trustee for deposit in any of the Issuer, Trust Accounts or the Certificate Distribution Account any required remittance payment or (ii) to direct the Indenture Trustee to make any required distribution therefrom that continues shall continue unremedied for a period of five three Business Days after written notice of such failure is received by the Servicer from the Issuer Owner Trustee or the 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 Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (cb) any representation or warranty made by failure on the part of the Servicer or the Seller, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or the Seller (as the case may be) set forth in this Agreement proves to have been incorrect when madeor any other Basic Document, which has a material adverse effect on failure shall (i) materially and adversely affect the Issuer rights of the Certificateholder or the Securitization Bondholders Noteholders and which material adverse effect (ii) continues unremedied for a period of 60 days after the date on which written notice thereof has of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Issuer or the Trustee or after discovery of such failure by an officer of the Servicer, Seller (as the case may be) by the Owner Trustee or the Indenture Trustee or (B) to the Servicer or the Seller (as the case may be), and to the Owner Trustee and the Indenture Trustee by the Holders of Notes evidencing not less than 25% of the Outstanding Principal Amount of the Notes or the Certificateholder; or (dc) an Insolvency Event occurs with respect to the Seller or the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, with the consent of or the Holders of a majority Class A Notes evidencing not less than 25% of the outstanding principal amount Outstanding Principal Amount of such Notes, or if no Class A Notes are Outstanding, the Holders of Class B Notes evidencing not less than 25% of the Securitization Bonds Outstanding Principal Amount of all Seriessuch Notes, but subject to or if no Notes are Outstanding, either the provisions of Owner Trustee or the Intercreditor AgreementCertificateholder, by notice then given in writing to the Servicer (a "Termination Notice"and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) 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 appointed7.02 hereof) of the Servicer under this Agreement. In addition, upon a Servicer Default specified in Section 6.01(a) above, the Issuer and the Trustee shall be entitled to apply to the MPSC or any court of competent jurisdiction for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization Property. 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 Transferred Securitization PropertyNotes, the related Securitization Charges Certificate or the Receivables or otherwise, shall, upon appointment of a successor Servicer pursuant to Section 6.04, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.02; 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 Securitization Property Documentation Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Issuer 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 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 Transferred Securitization Property or the related Securitization Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Property Documentation to the successor Servicera Receivable. All reasonable costs and expenses (including attorneys fees and expensesreasonable attorneys' fees) incurred in connection (x) with transferring the Securitization Property Documentation computer or other records to the successor Servicer in the form requested and (y) 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 Upon receipt of Consumers as notice of the occurrence of a Servicer Default, the Owner Trustee shall not terminate Consumers' rights or obligations under give notice thereof to the Sale AgreementRating Agencies.

Servicer Default. If any (a) In case one or more of the following events (each a "Servicer Default") occurs by the Servicer shall occur and is be continuing: (ai) (A) an Event of Nonpayment (subject to paragraph (c) below); (B) the failure by the Servicer to make any required Servicing Advance (other than a Nonrecoverable Advance), to the extent such failure materially and adversely affects the interests of the Certificate Insurer or the Certificateholders; (C) the failure by the Servicer to make a required Advance (other than a Nonrecoverable Advance) pursuant to the second paragraph of Section 6.08; or (D) any other failure by the Servicer to remit to the Trustee, on behalf Trustee for the benefit of the Issuerany Holders, any payment required remittance that to be made under the terms of this Agreement (other than a Nonrecoverable Advance) which continues unremedied for a period of five Business Days after the date upon which written notice of such failure is received failure, requiring the same to be remedied, shall have been given to a Servicing Officer of the Servicer by the Certificate Insurer, the Trustee or to a Servicing Officer of the Servicer from and the Issuer or the TrusteeTrustee by any Holder; or (bii) any the failure by the Servicer duly to observe or perform perform, in any material respect respect, any other covenant covenants, obligations or agreement agreements of the Servicer as 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) failure 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 (c) any representation or warranty made by the Servicer in this Agreement proves to have been incorrect when made, which has a material adverse effect on the Issuer or the Securitization Bondholders and which material adverse effect continues unremedied for a period of 60 30 days after the date on which written notice thereof has of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Issuer Certificate Insurer or the Trustee or after discovery of such failure to the Servicer and the Trustee by an officer of any Holder or the Servicer, as the case may beCertificate Insurer; or (diii) 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 insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of 60 days; or (iv) the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of the Servicer's property; or (v) the Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an Insolvency Event occurs assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; (vi) the Servicer shall fail for 60 days to pay, or bond against, an unappealable, undischarged, unvacated and unstayed final judgment by a court of competent jurisdiction in an aggregate amount of $250,000 or more; (vii) subject to paragraph (c) below, if on three consecutive Payment Dates the aggregate Principal Balance of Mortgage Loans (including Bankruptcy Loans) more than 90 days contractually delinquent as of the end of the last day of the preceding Due Period exceeds (A)(1) with respect to each Due Period occurring from and including June 1997 to and including November 1998, 8.00%, (2) with respect to each Due Period occurring from and including December 1998 to and including November 1999, 10.00% and (3) with respect to each Due Period thereafter, 12.00%, multiplied by (B) the ServicerPool Principal Balance of the Mortgage Pool as of the end of the last day of the preceding Due Period; (viii) if on any Payment Date occurring in May of any year, commencing in May 1998, the aggregate Mortgage Loan Losses over the prior twelve month period exceed 1.00% of the average Pool Principal Balance as of the end of the last day of each of the twelve preceding Due Periods (subject to paragraph(c) below); or (ix) if on any Payment Date the aggregate Mortgage Loan Losses for all prior Due Periods since the Cut-off Date exceed 2.00% of the Original Pool Principal Balance (subject to paragraph(c) below. (b) then, and in each and every such case, so long as the such Servicer Default shall not have been remedied, and in the case of clause (i) above (except for clause (i)(C)), if such Servicer Default shall not have been remedied within three Business Days after the Servicer has received notice of such Servicer Default, (x) with respect solely to clause (i)(C) above, if such Advance is not made by 4:00 p.m. New York time on the second Business Day prior to the applicable Payment Date, the Certificate Insurer or the Trustee, upon receipt of written notice or discovery by a Responsible Officer of such failure, shall give immediate telephonic notice of such failure to a Servicing Officer of the Servicer, and the Trustee shall notify each Certificateholder and, unless such failure is cured, either by receipt of payment or receipt of evidence satisfactory to the Certificate Insurer (e.g., a wire reference number communicated by the sending bank; the Certificate Insurer shall notify the Trustee, if the Certificate Insurer receives satisfactory evidence that such funds have been sent), by 12:00 noon New York time on the following Business Day, the Trustee, or a successor servicer appointed in accordance with Section 10.02, shall immediately make such Advance (unless such Advance is a Nonrecoverable Advance) and assume, pursuant to Section 10.02 hereof, the duties of a successor Servicer; and (y) in the case of clauses (i)(A), (i)(B), (i)(D), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) above, the Majority in Aggregate Voting Interest, subject to the prior written consent of the Holders of a majority of Certificate Insurer, which consent may not be unreasonably withheld, or the outstanding principal amount of the Securitization Bonds of all Series, but subject to the provisions of the Intercreditor AgreementCertificate Insurer, by notice then given in writing to the Servicer (and a "Termination Notice") Responsible Officer of the Trustee may, in addition to whatever rights they or it may terminate have at law or equity to damages, including injunctive relief and specific performance, commence termination of 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 under this Agreement. In addition, upon a Servicer Default specified Agreement and in Section 6.01(a) above, and to the Issuer Mortgage Loans and the Trustee shall be entitled to apply to the MPSC or any court of competent jurisdiction for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization Propertyproceeds thereof, as servicer. On or after the Upon receipt by the Servicer of a Termination Noticesecond written notice (except relative to clause (i)(C) above) from the Majority in Aggregate Voting Interest, subject to the prior written consent of the Certificate Insurer, which consent may not be unreasonably withheld, or the Certificate Insurer stating that they or it intend to terminate the Servicer as a result of such Servicer Default, all authority and power of the Servicer under this Agreement, whether with respect to the Transferred Securitization Property, the related Securitization Charges Mortgage Loans or otherwise, shall, upon appointment of a successor Servicer pursuant subject to Section 6.04, without further action10.02, pass to and be vested in such successor Servicer and, without limitation, the Trustee or its designee and the 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, instruments and to do or accomplish cause to be done all other acts or things necessary or appropriate to effect the purposes of such Termination Noticenotice of termination, whether to complete including, but not limited to, the transfer and endorsement or assignment of the Securitization Property Documentation Mortgage Loans and related documents, or otherwise. The predecessor Servicer shall agrees to cooperate with the successor Servicer, the Trustee and the Issuer in effecting the termination of the Servicer's responsibilities and rights of the predecessor Servicer under this Agreementhereunder, including including, without limitation, the transfer to the successor Servicer Trustee, for the benefit of the Holders of the Certificates, or its designee for administration by it of all cash amounts that which shall at the time be held credited by the predecessor Servicer for remittance, to the Principal and Interest Account or shall thereafter be received by it with respect to the Transferred Securitization Property Mortgage Loans. The Trustee shall not be deemed to have knowledge of a Servicer Default unless a Responsible Officer thereof has received written notice thereof. (c) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence of an Event of Nonpayment or a Performance Default of which the related Securitization ChargesCertificate Insurer has knowledge, the Certificate Insurer shall promptly notify the Trustee. As soon as practicable after During any applicable grace period following receipt by of such notice (or immediately following such notice in the case of a Performance Default), the Trustee and the Certificate Insurer shall cooperate with each other to determine if the occurrence of such Event of Nonpayment is in their reasonable business judgment or Performance Default is in the reasonable business judgment of the Certificate Insurer (x) the result of the acts or omissions of the Servicer or (y) the result of events beyond the control of the Servicer. If the Trustee and the Certificate Insurer conclude that such Termination NoticeEvent of Nonpayment or Performance Default is the result of the latter, Section 10.01(b) above shall not apply, and the Servicer shall deliver not be terminated, unless and until an Event of Default unrelated to such Event of Nonpayment or Performance Default has occurred and is continuing, whether or not the Securitization Property Documentation Servicer has cured such Event of Nonpayment or Performance Default. If the Trustee and the Certificate Insurer conclude that the Event of Nonpayment or Performance Default is the result of the former, the Certificate Insurer or the Majority in Aggregate Voting Interest, as the case may be, may terminate the Servicer in accordance with Section 10.01(b) above, provided that the Trustee shall have until the 60th day following the date of receipt of notice of the Event of Nonpayment or Performance Default to either assume the servicing or appoint a successor servicer pursuant to Section 10.02 hereof. If the Trustee and the Certificate Insurer cannot agree, and the basis for such disagreement is not arbitrary or unreasonable, as to the successor cause of the Event of Nonpayment or Performance Default, the decision of the Certificate Insurer shall control; provided, however, that if the Certificate Insurer decides to terminate the Servicer. All reasonable costs and expenses (including attorneys fees and expenses) incurred in connection with transferring , the Securitization Property Documentation to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 6.01 Trustee shall be paid by relieved of its obligation to assume the predecessor servicing or to appoint a successor, which shall be the exclusive obligation of the Certificate Insurer. The Trustee shall promptly notify each Rating Agency, the Certificate Insurer, the Trustee and each Certificateholder, of the occurrence of a Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of Consumers as Servicer shall not terminate Consumers' rights or obligations under the Sale AgreementDefault.

Servicer Default. If any (a) In case one or more of the following events (each a "Servicer Default") occurs by the Servicer shall occur and is be continuing: (ai) (A) an Event of Nonpayment (subject to paragraph (c) below); (B) the failure by the Servicer to make any required Servicing Advance (other than a Nonrecoverable Advance), to the extent such failure materially and adversely affects the interests of the Certificate Insurer or the Certificateholders; (C) the failure by the Servicer to make a required Advance (other than a Nonrecoverable Advance) pursuant to the second paragraph of Section 6.08; or (D) any other failure by the Servicer to remit to the Trustee, on behalf Trustee for the benefit of the Issuerany Holders, any payment required remittance that to be made under the terms of this Agreement (other than a Nonrecoverable Advance) which continues unremedied for a period of five Business Days after the date upon which written notice of such failure is received failure, requiring the same to be remedied, shall have been given to a Servicing Officer of the Servicer by the Certificate Insurer, the Trustee or to a Servicing Officer of the Servicer from and the Issuer or the TrusteeTrustee by any Holder; or (bii) any the failure by the Servicer duly to observe or perform perform, in any material respect respect, any other covenant covenants, obligations or agreement agreements of the Servicer as 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) failure 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 (c) any representation or warranty made by the Servicer in this Agreement proves to have been incorrect when made, which has a material adverse effect on the Issuer or the Securitization Bondholders and which material adverse effect continues unremedied for a period of 60 30 days after the date on which written notice thereof has of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Issuer Certificate Insurer or the Trustee or after discovery of such failure to the Servicer and the Trustee by an officer of any Holder or the Servicer, as the case may beCertificate Insurer; or (diii) 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 insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of 60 days; or (iv) the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of the Servicer's property; or (v) the Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an Insolvency Event occurs assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; (vi) the Servicer shall fail for 60 days to pay, or bond against, an unappealable, undischarged, unvacated and unstayed final judgment by a court of competent jurisdiction in an aggregate amount of $250,000 or more; (vii) subject to paragraph (c) below, if on three consecutive Payment Dates the aggregate Principal Balance of Mortgage Loans (including Bankruptcy Loans) more than 90 days contractually delinquent as of the end of the last day of the preceding Due Period exceeds (A)(1) with respect to each Due Period occurring from and including May 1997 to and including October 1998, 8.00%, (2) with respect to each Due Period occurring from and including November 1998 to and including October 1999, 10.00% and (3) with respect to each Due Period thereafter, 12.00%, multiplied by (B) the ServicerPool Principal Balance of the Mortgage Pool as of the end of the last day of the preceding Due Period; (viii) if on any Payment Date occurring in March of any year, commencing in March 1998, the aggregate Mortgage Loan Losses over the prior twelve month period exceed 1.00% of the average Pool Principal Balance as of the end of the last day of each of the twelve preceding Due Periods (subject to paragraph (c) below); or (ix) if on any Payment Date the aggregate Mortgage Loan Losses for all prior Due Periods since the Cut-off Date exceed 2.00% of the Original Pool Principal Balance (subject to paragraph (c) below. (b) then, and in each and every such case, so long as the such Servicer Default shall not have been remedied, and in the case of clause (i) above (except for clause (i)(C)), if such Servicer Default shall not have been remedied within three Business Days after the Servicer has received notice of such Servicer Default, (x) with respect solely to clause (i)(C) above, if such Advance is not made by 4:00 p.m. New York time on the second Business Day prior to the applicable Payment Date, the Certificate Insurer or the Trustee, upon receipt of written notice or discovery by a Responsible Officer of such failure, shall give immediate telephonic notice of such failure to a Servicing Officer of the Servicer, and the Trustee shall notify each Certificateholder and, unless such failure is cured, either by receipt of payment or receipt of evidence satisfactory to the Certificate Insurer (e.g., a wire reference number communicated by the sending bank; the Certificate Insurer shall notify the Trustee, if the Certificate Insurer receives satisfactory evidence that such funds have been sent), by 12:00 noon New York time on the following Business Day, the Trustee, or a successor servicer appointed in accordance with Section 10.02, shall immediately make such Advance (unless such Advance is a Nonrecoverable Advance) and assume, pursuant to Section 10.02 hereof, the duties of a successor Servicer; and (y) in the case of clauses (i)(A), (i)(B), (i)(D), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) above, the Majority in Aggregate Voting Interest, subject to the prior written consent of the Holders of a majority of Certificate Insurer, which consent may not be unreasonably withheld, or the outstanding principal amount of the Securitization Bonds of all Series, but subject to the provisions of the Intercreditor AgreementCertificate Insurer, by notice then given in writing to the Servicer (and a "Termination Notice") Responsible Officer of the Trustee may, in addition to whatever rights they or it may terminate have at law or equity to damages, including injunctive relief and specific performance, commence termination of 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 under this Agreement. In addition, upon a Servicer Default specified Agreement and in Section 6.01(a) above, and to the Issuer Mortgage Loans and the Trustee shall be entitled to apply to the MPSC or any court of competent jurisdiction for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization Propertyproceeds thereof, as servicer. On or after the Upon receipt by the Servicer of a Termination Noticesecond written notice (except relative to clause (i)(C) above) from the Majority in Aggregate Voting Interest, subject to the prior written consent of the Certificate Insurer, which consent may not be unreasonably withheld, or the Certificate Insurer stating that they or it intend to terminate the Servicer as a result of such Servicer Default, all authority and power of the Servicer under this Agreement, whether with respect to the Transferred Securitization Property, the related Securitization Charges Mortgage Loans or otherwise, shall, upon appointment of a successor Servicer pursuant subject to Section 6.04, without further action10.02, pass to and be vested in such successor Servicer and, without limitation, the Trustee or its designee and the 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, instruments and to do or accomplish cause to be done all other acts or things necessary or appropriate to effect the purposes of such Termination Noticenotice of termination, whether to complete including, but not limited to, the transfer and endorsement or assignment of the Securitization Property Documentation Mortgage Loans and related documents, or otherwise. The predecessor Servicer shall agrees to cooperate with the successor Servicer, the Trustee and the Issuer in effecting the termination of the Servicer's responsibilities and rights of the predecessor Servicer under this Agreementhereunder, including including, without limitation, the transfer to the successor Servicer Trustee, for the benefit of the Holders of the Certificates, or its designee for administration by it of all cash amounts that which shall at the time be held credited by the predecessor Servicer for remittance, to the Principal and Interest Account or shall thereafter be received by it with respect to the Transferred Securitization Property Mortgage Loans. The Trustee shall not be deemed to have knowledge of a Servicer Default unless a Responsible Officer thereof has received written notice thereof. (c) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence of an Event of Nonpayment or a Performance Default, the related Securitization ChargesCertificate Insurer shall promptly notify the Trustee. As soon as practicable after During any applicable grace period following receipt by of such notice (or immediately following such notice in the case of a Performance Default), the Trustee and the Certificate Insurer shall cooperate with each other to determine if the occurrence of such Event of Nonpayment is in their reasonable business judgment or Performance Default is in the reasonable business judgment of the Certificate Insurer (x) the result of the acts or omissions of the Servicer or (y) the result of events beyond the control of the Servicer. If the Trustee and the Certificate Insurer conclude that such Termination NoticeEvent of Nonpayment or Performance Default is the result of the latter, Section 10.01(b) above shall not apply, and the Servicer shall deliver not be terminated, unless and until an Event of Default unrelated to such Event of Nonpayment or Performance Default has occurred and is continuing, whether or not the Securitization Property Documentation Servicer has cured such Event of Nonpayment or Performance Default. If the Trustee and the Certificate Insurer conclude that the Event of Nonpayment or Performance Default is the result of the former, the Certificate Insurer or the Majority in Aggregate Voting Interest, as the case may be, may terminate the Servicer in accordance with Section 10.01(b) above, provided that the Trustee shall have until the 60th day following the date of receipt of notice of the Event of Nonpayment or Performance Default to either assume the servicing or appoint a successor servicer pursuant to Section 10.02 hereof. If the Trustee and the Certificate Insurer cannot agree, and the basis for such disagreement is not arbitrary or unreasonable, as to the successor cause of the Event of Nonpayment or Performance Default, the decision of the Certificate Insurer shall control; provided, however, that if the Certificate Insurer decides to terminate the Servicer. All reasonable costs and expenses (including attorneys fees and expenses) incurred in connection with transferring , the Securitization Property Documentation to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 6.01 Trustee shall be paid by relieved of its obligation to assume the predecessor servicing or to appoint a successor, which shall be the exclusive obligation of the Certificate Insurer. The Trustee shall promptly notify each Rating Agency, the Certificate Insurer, the Trustee and each Certificateholder, of the occurrence of a Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of Consumers as Servicer shall not terminate Consumers' rights or obligations under the Sale AgreementDefault.

Servicer Default. If any one of the following events (a "Servicer Default") occurs shall occur and is be continuing: (a) any failure by the Servicer to remit to the Trustee, Bond Trustee on behalf of the Issuer, Issuer any required remittance that continues shall continue unremedied for a period of five three Business Days after written notice of such failure is received by the Servicer from the Issuer or the Bond Trustee; or (b) any failure by the Servicer or, so long as the Transferor and the Servicer are the same Person, the Transferor, as applicable, duly to observe or perform in any material respect any other covenant or agreement of the Servicer or the Transferor, as the case may be, set forth in this AgreementAgreement or any other Basic Document to which it is a party, which failure: failure shall (i) materially and adversely affects affect the Transferred Securitization Intangible Transition Property or the rights of the Securitization Bondholders, and and (ii) continues continue unremedied for a period of 60 days after written notice of such failure has shall have been given to the Servicer or the Transferor, as the case may be, by the Issuer or by the Bond Trustee or after discovery of such failure by an 250 officer of the ServicerServicer or the Transferor, as the case may be; or (c) any representation or warranty made by the Servicer in this Agreement proves shall prove to have been incorrect when made, which has a material adverse effect on the Issuer or the Securitization Transition Bondholders and which material adverse effect continues unremedied for a period of 60 days after the date on which written notice thereof has shall have been given to the Servicer by the Issuer or the Trustee or after discovery of such failure by an officer of the Servicer, as the case may beBond Trustee; or (d) an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, the Bond Trustee, as assignee of the Issuer, with the consent of the Holders of a majority of the outstanding principal amount of the Securitization Transition Bonds of all Series, but subject to the provisions of the Intercreditor Agreement, by notice then given in writing to the Servicer (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 6.02 to continue performing its functions as Servicer until a successor Servicer is appointed) of the Servicer under this Agreement. In addition, upon a Servicer Default specified described in Section 6.01(a) above), each of the Issuer and the Trustee following shall be entitled to apply to the MPSC or any court of competent jurisdiction PUC for sequestration and payment to the Trustee of revenues 251 arising with respect to the Transferred Securitization Serviced Intangible Transition Property: (i) the Issuer or its assignees or (ii) pledgees or transferees, including transferees under the Statute, of the Serviced Intangible Transition Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this AgreementAgreement with respect to the Issuer, whether with respect to the Transferred Securitization Serviced Intangible Transition Property, the related Securitization Intangible Transition Charges or otherwise, shall, upon appointment of a successor Servicer pursuant to Section 6.046.02, without further action, pass to and be vested in such successor Servicer and, without limitation, the Bond Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-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 Securitization Intangible Transition Property Documentation and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Bond Trustee and the 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 cash amounts that shall at the time be held by the predecessor 252 Servicer for remittance, or shall thereafter be received by it with respect to the Transferred Securitization Serviced Intangible Transition Property or the related Securitization Intangible Transition Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Intangible Transition Property Documentation to the successor Servicer. All reasonable costs and expenses (including attorneys fees and expenses) incurred in connection with transferring the Securitization Intangible Transition Property 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 Consumers West Penn as Servicer shall not terminate Consumers' West Penn's rights or obligations as Transferor under the Sale Transfer Agreement.

Servicer Default. If any one of the following events (each, a "Servicer Default") occurs shall occur and is be continuing: (a) any failure by the Servicer to remit deliver to the Trustee, on behalf Indenture Trustee for deposit in any of the IssuerTrust Accounts any payment required by the Basic Documents, any required remittance that which failure continues unremedied for a period of five three Business Days after written notice of such failure is received by the Servicer from the Issuer Eligible Lender Trustee, the Indenture Trustee or the 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 Administrator or after discovery of such failure by an officer of the Servicer; or (cb) any representation or warranty made failure by the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement proves to have been incorrect when madeor any other Basic Document, which has a material adverse effect on failure shall (i) materially and adversely affect the Issuer rights of Noteholders or the Securitization Bondholders Swap Counterparty and which material adverse effect continues (ii) continue unremedied for a period of 60 thirty (30) days after the date on which written notice thereof has been given to the Servicer by the Issuer or the Trustee or after of discovery of such failure by an officer of the Servicer or on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer, as by the case may beIndenture Trustee, the Eligible Lender Trustee or (B) to the Servicer, the Indenture Trustee, the Administrator and the Eligible Lender Trustee by Noteholders representing not less than 25% of the Outstanding Amount of the Notes; or (c) any limitation, suspension or termination by the Department of the Servicer's eligibility to service Student Loans which materially and adversely affects its ability to service the Financed Student Loans; or (d) an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Trustee, with Indenture Trustee or the consent Noteholders of Notes evidencing not less than 75% of the Holders of a majority Outstanding Amount of the outstanding principal amount of the Securitization Bonds of all Series, but subject to the provisions of the Intercreditor Agreement, Notes by notice then given in writing to the Servicer (a "Termination Notice"and to the Indenture Trustee and the Eligible Lender Trustee if given by the Noteholders) 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 appointed5.02) of the Servicer under this Agreement. In addition, upon a Servicer Default specified in Section 6.01(a) above, the Issuer and the Trustee shall be entitled to apply to the MPSC or any court of competent jurisdiction for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization Property. 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 Transferred Securitization PropertyNotes, the related Securitization Charges Financed Student Loans or otherwise, shall, upon appointment of a successor Servicer pursuant to Section 6.04, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 6.02; and, without limitation, the Indenture Trustee is and the Eligible Lender 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 Securitization Property Documentation Financed Student Loans and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Issuer Eligible Lender 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 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 Transferred Securitization Property or the related Securitization Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Property Documentation to the successor Servicera Financed Student Loan. All reasonable costs and expenses (including attorneys fees and expensesattorneys' fees) incurred in connection with transferring the Securitization Property Documentation Student Loan Files to the successor Servicer and amending this Agreement and any other Basic Documents 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 Upon receipt of Consumers as notice of the occurrence of a Servicer Default, the Eligible Lender Trustee shall not terminate Consumers' rights or obligations under give notice thereof to the Sale AgreementRating Agencies.

Servicer Default. If any one The occurrence of each of the following events (shall constitute a "“Servicer Default") occurs and is continuing”: (a) Failure of Servicer to perform or observe any covenant or agreement under the Transaction Documents, and such failure shall continue for five (5) Business Days after the Servicer receives written notice or has actual knowledge of such failure; (b) Failure of the Servicer to make when due any payment or deposit required to be made by it under any Transaction Document, and such failure shall continue for two (2) Business Days; (c) Any representation or warranty made or deemed made by the Servicer to remit to the Trusteeunder or in connection with any Transaction Document or any certificate, on behalf of the Issuer, any required remittance that continues unremedied for a period of five Business Days after written notice of such failure is received report or other statement delivered by the Servicer pursuant to the terms set forth in the Transaction Documents shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered (unless such representation or warranty in Section 6.01(d) or Section 6.01(g) herein relates solely to one or more specific Receivables and immediately following the removal of the related Receivables from the Issuer Net Receivables Balance, the Percentage Interest does not exceed 100% (90% if the Parent is a Leverage Level 3)); (d) The Servicer or any of its Material Subsidiaries shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian or the Trusteelike of itself or of all or a substantial part of its property, (ii) become unable, admit in writing its inability or fail to pay its debts generally as they become due, (iii) make a general assignment for the benefit of creditors, (iv) be adjudicated a bankrupt or insolvent, (v) commence a voluntary case under the Federal Bankruptcy Code or file a voluntary petition or answer seeking reorganization, an arrangement with creditors or an order for relief or seeking to take advantage of any insolvency law or file an answer admitting the material allegations of a petition filed against it in any bankruptcy, reorganization or insolvency proceeding, or action shall be taken by it for the purpose of effecting any of the foregoing, or (vi) if without the application, approval or consent of the Servicer or any of its Material Subsidiaries, a proceeding shall be instituted in any court of competent jurisdiction, under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking in respect of the Servicer or any of its Material Subsidiaries an order for relief or an adjudication in bankruptcy, reorganization, dissolution, winding up, liquidation, a composition or arrangement with creditors, a readjustment of debts, the appointment of a trustee, receiver, liquidator or custodian or the like of the Servicer or such Material Subsidiaries or of all or any substantial part of its assets, or other like relief in respect thereof under any bankruptcy or insolvency law, and, if such proceeding is being contested by the Servicer or such Material Subsidiaries in good faith, the same shall (A) result in the entry of an order for relief or any such adjudication or appointment or (B) continue undismissed for any period of 60 consecutive days; (e) the Servicer shall fail to deliver any Monthly Report or Weekly Report when required under the Transaction Documents, and such failure shall continue for one (1) Business Day; (f) there shall occur any change in the operations or financial condition of the Servicer which could reasonably be expected to have a Material Adverse Effect as specified in clauses (ii) through (iv) of that definition or the collectability of the Receivables; or (bg) 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: Minimum Funding Ratio is less than (i) materially and adversely affects 25% if the Transferred Securitization Property or Parent is at Leverage Xxxxx 0, (xx) 25% if 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 (c) any representation or warranty made by the Servicer in this Agreement proves to have been incorrect when made, which has a material adverse effect on the Issuer or the Securitization Bondholders and which material adverse effect continues unremedied for a period of 60 days after the date on which written notice thereof has been given to the Servicer by the Issuer or the Trustee or after discovery of such failure by an officer of the Servicer, as the case may be; or (d) an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, the Trustee, with the consent of the Holders of a majority of the outstanding principal amount of the Securitization Bonds of all Series, but subject to the provisions of the Intercreditor Agreement, by notice then given in writing to the Servicer (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 Parent is appointed) of the Servicer under this Agreement. In addition, upon a Servicer Default specified in Section 6.01(a) above, the Issuer and the Trustee shall be entitled to apply to the MPSC or any court of competent jurisdiction for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization 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 Transferred Securitization Property, the 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 and, without limitation, the 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 Securitization Property Documentation and related documentsat Leverage Level 2, or otherwise. The predecessor Servicer shall cooperate with (iii) 25% if the successor Servicer, the Trustee and the 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 cash amounts that shall Parent is at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Transferred Securitization Property or the related Securitization Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Property Documentation to the successor Servicer. All reasonable costs and expenses (including attorneys fees and expenses) incurred in connection with transferring the Securitization Property 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 Consumers as Servicer shall not terminate Consumers' rights or obligations under the Sale AgreementLeverage Level 3.

Servicer Default. If any one of the following events (a "A Servicer Default") Default occurs and is continuingif: (a) any failure by (Failure to remit Collections): the Servicer fails to remit any Collections or any other amounts received in respect of the Mortgage Loan Rights then forming part of the Assets of the Series Trust to the Trustee, on behalf of Trustee within the Issuer, any required remittance that continues unremedied for a period of five time periods specified in this Deed and such failure is not remedied within 5 Business Days after written (or such longer period as the Trustee may agree to) of notice of such failure is received by the Servicer from the Issuer or the 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 being given to the Servicer by the Issuer Manager or the Trustee; (b) (Failure to prepare information for Manager): the Servicer fails to prepare and transmit to the Manager the information necessary to enable the Manager to prepare the Quarterly Certificates by the Trustee or after discovery of date set out in this Deed and such failure is not remedied within 20 Business Days (or such longer period as the Trustee may agree to) of notice being given to the Servicer by the Manager or the Trustee and has or will have an officer of Adverse Effect as reasonably determined by the Servicer; orTrustee; (c) any (Breach of representation or warranty): any representation, warranty or certification made by the Servicer (in this Agreement its capacity as Servicer) in a Transaction Document to which it is expressed to be a party or in any certificate delivered by the Servicer (in its capacity as Servicer) pursuant to such a Transaction Document proves to have been incorrect when made, made in a manner which as reasonably determined by the Trustee has a material adverse effect on or will have an Adverse Effect and the Issuer or Servicer does not remedy the Securitization Bondholders and which material adverse effect continues unremedied for a period of 60 days after the date on which written notice thereof has been given same to the Servicer Trustee's reasonable satisfaction within 60 Business Days after receipt by the Issuer or Servicer of notice in writing from the Trustee or after discovery requiring it to do so; (d) (Insolvency Event): an Insolvency Event occurs in relation to the Servicer; (e) (Servicer is custodian): while the Servicer is acting as custodian of the Mortgage Documents pursuant to clause 25, it fails to deliver all the Mortgage Documents in accordance with clause 25 to the Trustee following the occurrence of a Document Transfer Event and does not deliver to the Trustee the outstanding Mortgage Documents within 20 Business Days of receipt of a notice from the Trustee specifying the Mortgage Documents that remain outstanding; (f) (Fails to maintain Threshold Rate): the Servicer fails to comply with clause 12.2, and such failure by an officer is not remedied within 20 Business Days of the Servicer, as the case may beits occurrence; or (dg) an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as (Breach of other obligations): the Servicer Default shall not have been remedied, the Trustee, with the consent of the Holders of a majority of the outstanding principal amount of the Securitization Bonds of all Series, but subject to the provisions of the Intercreditor Agreement, by notice then given in writing to the Servicer (a "Termination Notice") may terminate all the rights and has breached its obligations (other than the indemnification obligations set forth those referred to in Section 5.02 hereof clauses 18.1(a), (b), (c), (e) and the obligation under Section 6.04 to continue performing its functions (f)) as Servicer until under a successor Servicer Transaction Document to which it is appointed) of the Servicer under this Agreement. In addition, upon expressed to be a Servicer Default specified in Section 6.01(a) above, the Issuer party and such breach has or will have an Adverse Effect as reasonably determined by the Trustee shall be entitled and: (i) that breach is not satisfactorily remedied so that it no longer has or will have, having regard to apply to the MPSC or any court of competent jurisdiction for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization Property. On or all relevant circumstances, such an Adverse Effect within 20 Business Days after the receipt by the Servicer of a Termination Notice, all authority and power notice in writing (which must specify the reasons why the giver of the notice believes that an Adverse Effect has occurred or will occur) from the Manager or Trustee requiring it to do so; and (ii) the Servicer under this Agreement, whether with respect has not paid compensation to the Transferred Securitization Property, the related Securitization Charges or otherwise, shall, upon appointment of a successor Servicer pursuant Trustee for its loss from such breach in an amount satisfactory to Section 6.04, without further action, pass to and be vested in such successor Servicer and, without limitation, the 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 Securitization Property Documentation and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Trustee and the 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 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 Transferred Securitization Property or the related Securitization Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Property Documentation to the successor Servicer. All reasonable costs and expenses (including attorneys fees and expenses) incurred in connection with transferring the Securitization Property 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 Consumers as Servicer shall not terminate Consumers' rights or obligations under the Sale Agreementacting reasonably).

Servicer Default. If any one of the following events (each a "Servicer DefaultSERVICER DEFAULT") occurs shall occur and is be continuing: (a) any failure by the Servicer to remit to the Trustee, Collection Account on behalf of the Issuer, Note Issuer any required remittance Remittance that continues shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Note Issuer or the Note Trustee; or (b) any failure by on the part of the Servicer duly to observe or to perform in any material respect any other covenant covenants or agreement agreements of the Servicer set forth in this Agreement, which failure: failure shall (ia) materially and adversely affects the Transferred Securitization Property or affect the rights of the Securitization Bondholders, and Noteholders or Certificateholders and (ii) continues continue unremedied for a period of 60 days after the date on which written notice of such failure has failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Note Issuer or (B) to the Servicer by the Note Trustee or by the Trustee or after discovery Holders of such failure by an officer Notes evidencing not less than 25 percent of the ServicerOutstanding Amount of the Notes; or (c) any representation or warranty made by the Servicer in this Agreement proves shall prove to have been incorrect in any material respect when made, which has a material adverse effect on the Issuer Noteholders or the Securitization Bondholders Certificateholders and which material adverse effect continues unremedied for a period of 60 days after the date on which written notice thereof has been given to of such failure is received by the Servicer by from the Note Issuer or the Trustee or after discovery of such failure by an officer of the Servicer, as the case may beNote Trustee; or (d) an Insolvency Event occurs with respect to the Servicer; (1) the Note Trustee or the Noteholders; then, and in each and every case, so long as (2) the Servicer Default shall not have been remedied, Certificate Trustee or the Certificateholders; (3) the Delaware Trustee, with ; (4) the consent Note Issuer or its assignees; or (5) pledgees or transferees of the Holders of a majority of the outstanding principal amount of the Securitization Bonds of all SeriesTransition Property, but subject to the provisions of the Intercreditor Agreement, by notice then given in writing to the Servicer (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 including transferees under Section 6.04 to continue performing its functions as Servicer until a successor Servicer is appointed1H(f) of the Servicer under this Agreement. In addition, upon a Servicer Default specified in Statute and beneficiaries of the statutory lien pursuant to Section 6.01(a1H(e) above, of the Issuer and the Trustee shall be entitled to apply to the MPSC or any court of competent jurisdiction for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization PropertyStatute. On or after the receipt by the Servicer of a Termination Notice, and subject to the approval of the DTE, all authority and power of the Servicer under this Agreement, whether with respect to the Transferred Securitization Notes, the Transition Property, the related Securitization Charges RTC 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 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 Securitization Transition Property Documentation Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Trustee Note Issuer and the Issuer 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 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 Transferred Securitization Transition Property or the related Securitization ChargesRTC Charge. As soon In case a successor Servicer is appointed as practicable after receipt by the a result of a Servicer of such Termination NoticeDefault, the Servicer shall deliver the Securitization Property Documentation to the successor Servicer. All all reasonable costs and expenses (including attorneys reasonable attorneys' fees and expenses) incurred in connection with transferring the Securitization Transition Property Documentation Records 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 All other reasonable costs and expenses incurred in transferring servicing responsibilities to a successor servicer shall constitute Operating Expenses of Consumers as Servicer shall not terminate Consumers' rights or obligations under the Sale AgreementNote Issuer.

Servicer Default. If any one A Servicer Default (as defined in the Receivables Purchase Agreement) shall occur and be continuing;" 2.13 Section 10.1 of the Agreement (Assignments; Participations) is amended by deleting subsections (a), (b) and (c) and inserting the following events new subsections (a "Servicer Default"a) occurs (b) and is continuing(c) as follows: (a) From time to time following the Effective Date, each Bank may assign to one or more Eligible Assignees all or any failure portion of its Loan Commitment and outstanding Loans; provided that (i) such Bank concurrently -------- assigns a ratable portion of its Purchaser Commitment and its Percentage of the Purchasers' Investment under the Receivables Purchase Agreement, (ii) such assignment, if not to a Bank or an Affiliate of the assigning Bank, shall be consented to by the Servicer to remit Company at all times other than during the existence of a Default or Event of Default and by the Agent (which approval of the Company shall not be unreasonably withheld or delayed), (iii) a copy of a duly signed and completed Assignment and Acceptance in the form of Exhibit I (`Assignment and Acceptance') shall be delivered to the TrusteeAgent and --------- the Company, on behalf (iv) except in the case of an assignment (A) to an Affiliate of the Issuerassigning Bank or to another Bank or (B) of the entire remaining Commitment of the assigning Bank, the portion of the Aggregate Facilities Commitment assigned shall not be less than $10,000,000, (v) the assigning Bank shall have delivered any required remittance that continues unremedied for a period Note or Notes subject to the assignment to the Agent and (vi) the effective date of any such assignment shall be as specified in the Assignment and Acceptance, but not earlier than the date which is five Business Days after written notice the date the Agent has received the Assignment and Acceptance. Upon satisfaction of the conditions set forth in the prior sentence, any forms required by Section 3.1(f) and payment of -------------- the requisite fee described below, the assignee named therein shall be a Bank for all purposes of this Agreement effective as of the specified effective date to the extent of the Assigned Interest (as defined in such Assignment and Acceptance), and the assigning Bank shall be released from any further obligations under this Agreement to the extent of such failure is received Assigned Interest. Until satisfaction of the conditions set forth herein to any assignment, the Company and Agent may continue to deal solely and directly with the assigning Bank in connection the Assigned Interest. Upon request following satisfaction of the conditions set forth herein to any assignment, the Company shall execute and deliver new or replacement Notes to the assigning Bank and the assignee Bank to evidence Loans made by the Servicer from the Issuer them. The Agent's consent to any assignment shall not be deemed to constitute any representation or the Trustee; orwarranty by any Agent-Related Person as to any matter. (b) any failure by After receipt of a completed Assignment and Acceptance, and receipt of an assignment fee of $2,500 from such Eligible Assignee or such assigning Bank (including in the Servicer duly case of assignments to observe or perform in any material respect any other covenant or agreement Affiliates of assigning Banks), the Servicer set forth in this AgreementAgent shall, which failure: (i) materially promptly following the effective date thereof, provide to Borrower and adversely affects the Transferred Securitization Property or the rights of the Securitization Bondholders, and (ii) continues unremedied for Banks 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 ------- revised Schedule 10.6 giving effect thereto. "(c) any representation or warranty made by the Servicer in this Agreement proves to have been incorrect when made, which has a material adverse effect on the Issuer or the Securitization Bondholders and which material adverse effect continues unremedied for a period of 60 days after the date on which written notice thereof has been given to the Servicer by the Issuer or the Trustee or after discovery of such failure by an officer of the Servicer, as the case may be; orintentionally left blank" (d) an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, the Trustee, with the consent of the Holders of a majority of the outstanding principal amount of the Securitization Bonds of all Series, but subject to the provisions of the Intercreditor Agreement, by notice then given in writing to the Servicer (a "Termination Notice") may terminate all the rights and obligations (other than the indemnification obligations set forth in 2.14 Section 5.02 hereof and the obligation under Section 6.04 to continue performing its functions as Servicer until a successor Servicer is appointed10.2(b) of the Servicer under this Agreement. In addition, upon a Servicer Default specified Agreement is amended and restated in Section 6.01(a) above, the Issuer and the Trustee shall be entitled to apply to the MPSC or any court of competent jurisdiction for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization 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 Transferred Securitization Property, the 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 and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, its entirety 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 Securitization Property Documentation and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Trustee and the 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 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 Transferred Securitization Property or the related Securitization Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Property Documentation to the successor Servicer. All reasonable costs and expenses (including attorneys fees and expenses) incurred in connection with transferring the Securitization Property 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 Consumers as Servicer shall not terminate Consumers' rights or obligations under the Sale Agreement.follows:

Servicer Default. If any one of the following events (a "“Servicer Default"”) occurs shall occur and is be continuing: : (a) any failure by the Master Servicer to remit deliver to the Trustee, on behalf Trustee for deposit in any of the Issuer, Trust Accounts or the Certificate Distribution Account any required remittance payment or to direct the Trustee to make any required distributions therefrom (other than a Monthly Advance required to be made from its own funds) that continues shall continue unremedied for a period of five [three] Business Days after written notice of such failure is received by the Master Servicer from the Issuer or the 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 Owner Trustee or after discovery of such failure by an officer of the Servicer; or (c) any representation or warranty made by the Servicer in this Agreement proves to have been incorrect when made, which has a material adverse effect on the Issuer or the Securitization Bondholders and which material adverse effect continues unremedied for a period of 60 days after the date on which written notice thereof has been given to the Servicer by the Issuer or the Trustee or after discovery of such failure by an officer Authorized Officer of the Master Servicer; or (b) failure by the Master Servicer to make any required Servicing Advance which failure continues unremedied for a period of [30] days, or failure on the part of the Master Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Master Servicer set forth in this Agreement or any other Basic Document, which failure shall: (i) materially and adversely affect the rights of either the Certificateholders or Noteholders and (ii) continue unremedied for a period of [30] days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given: (A) to the Master Servicer by the Owner Trustee or the Trustee or (B) to the Master Servicer and to the Owner Trustee and the Trustee by the Holders of Notes evidencing not less than [66 2/3]% of the Current Principal Amount of the Notes or Holders of Certificates evidencing not less than [66 2/3]% of the outstanding Certificate Balance, as applicable (or for such longer period, not in excess of [30] days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within [30] days and the case may beMaster Servicer delivers an Officers’ Certificate to the Owner Trustee and the Trustee to such effect and to the effect that the Master Servicer has commenced or will promptly commence, and will diligently pursue, all reasonable efforts to remedy such default); or or (c) any failure of the Master Servicer to pay any Monthly Advance required to be made from its own funds pursuant to Section 3.15 that continues unremedied for a period of one Business Day; or (d) an Insolvency Event occurs with respect to the ServicerMaster Servicer or any successor; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Trustee, with the consent of or the Holders of a majority Notes evidencing not less than [66 2/3]% of the outstanding principal amount Current Principal Amount of the Securitization Bonds of all Series, but subject to the provisions of the Intercreditor AgreementNotes, by notice then given in writing to the Master Servicer and the Owner Trustee (a "Termination Notice"and to the Trustee if given by the Noteholders) 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 appointed6.2) of the Master Servicer under this Agreement. In addition, upon a Servicer Default specified in Section 6.01(a) above, the Issuer and the Trustee shall be entitled to apply to the MPSC or any court of competent jurisdiction for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization Property. On or after the receipt by the Master Servicer of a Termination Noticesuch written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Transferred Securitization PropertyNotes, the related Securitization Charges Certificates or the Mortgage Loans or otherwise, shall, upon appointment of a successor Servicer pursuant to Section 6.04, without further action, pass to and be vested in the Trustee or such successor Master Servicer as may be appointed under Section 7.2; and, without limitation, the Trustee is and the Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Master 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 Securitization Property Documentation Mortgage Loans and related documents, or otherwise. The predecessor Master Servicer shall cooperate with the successor Master Servicer, the Trustee and the Issuer Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Master Servicer under this Agreement, including the transfer to the successor Master Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Master Servicer for remittancedeposit, or shall thereafter be received by it with respect to the Transferred Securitization Property or the related Securitization Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Property Documentation to the successor Servicera Mortgage Loan. All reasonable costs and expenses (including attorneys fees and expensesattorneys’ fees) incurred in connection with transferring the Securitization Property Documentation Mortgage Files to the successor Master Servicer and amending this Agreement to reflect such succession as Master Servicer pursuant to this Section 6.01 shall be paid by the predecessor Master Servicer upon presentation of reasonable documentation of such costs and expenses. Termination Upon receipt of Consumers as notice of the occurrence of a Servicer Default, the Owner Trustee shall not terminate Consumers' rights or obligations under give notice thereof to the Sale AgreementRating Agencies.

Servicer Default. If any one of the following events (a "Servicer Default") occurs shall occur and is be continuing: (a) any failure by the Servicer to remit to deposit in the Trustee, Collection Account on behalf of the Issuer, Grantee any required remittance that continues shall continue unremedied for a period of five three Business Days after written notice of such failure is received by the Servicer from the Grantee, the Note Issuer or the TrusteeIndenture Trustee or after discovery of such failure by a Responsible Officer of the Servicer; or (b) any failure by on the part of the Servicer or ComEd, as the case may be, duly to observe or to perform in any material respect any other covenant covenants or agreement agreements of the Servicer or ComEd (as the case may be) set forth in this AgreementAgreement (including Section 4.01) or any other Basic Document to which it is a party, which failure: failure shall (i) materially and adversely affects the Transferred Securitization Property or affect the rights of the Securitization Bondholders, and Holders and (ii) continues continue unremedied for a period of 60 30 days after the date on which written notice of such failure has failure, requiring the same to be remedied, shall have been given (A) to the Servicer or ComEd (as the case may be) by the Grantee or the Note Issuer or (B) to the Servicer or ComEd (as the case may be) by the Indenture Trustee or by the Trustee or after discovery Holders of such failure by an officer Notes evidencing not less than twenty-five percent (25%) of the ServicerOutstanding Amount of the Notes of all Series; or (c) any representation or warranty made by the Servicer in this Agreement proves shall prove to have been incorrect when made, which has a material adverse effect on the Grantee, the Note Issuer or the Securitization Bondholders Holders and which material adverse effect continues unremedied for a period of 60 days after the date on which written notice thereof has thereof, requiring the same to be remedied, shall have been given delivered to the Servicer by the Grantee, the Note Issuer or the Trustee or after discovery of such failure by an officer of the Servicer, as the case may beIndenture Trustee; or (d) an Insolvency Event occurs with respect to the ServicerServicer or ComEd; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, with the consent of or the Holders of a majority Notes evidencing not less than twenty-five percent (25%) of the outstanding principal amount Outstanding Amount of the Securitization Bonds Notes of all Series, but subject to the provisions of the Intercreditor Agreement, by notice (a "Termination Notice") then given in writing to the Servicer (a "Termination Notice"and to the Indenture Trustee if given by the Holders) 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 appointed6.02 hereof) of the Servicer under this Agreement. In addition, upon a Servicer Default specified described in Section 6.01(a) above7.01(a), each of the Issuer and the Trustee following shall be entitled to apply to the MPSC or any court of competent jurisdiction ICC for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization Intangible Transition Property: (1) the Holders and the Indenture Trustee as beneficiaries of the lien provided under Section 18-107(c) of the Funding Law; (2) the Grantee or its assignees; (3) the Note Issuer; or (4) pledgees or transferees of the Intangible 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 Transferred Securitization Notes, the Intangible Transition Property, the related Securitization Charges IFCs 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 Securitization Intangible Transition Property Documentation Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Trustee Grantee, the Note Issuer and the Issuer 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 (i) 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 Transferred Securitization Intangible Transition Property or the related Securitization Charges. As soon as practicable after receipt by the Servicer of such Termination NoticeIFCs, the Servicer shall deliver the Securitization and (ii) any and all Intangible Transition Property Documentation to the successor ServicerRecords. All reasonable out-of-pocket costs and expenses (including attorneys attorneys' fees and expenses) incurred in connection with transferring the Securitization Intangible Transition Property Documentation Records 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 Consumers as Servicer shall not terminate Consumers' rights or obligations under the Sale Agreement.

Servicer Default. If any In case one or more of the following events of default by a Servicer (each, a "Servicer Default") occurs shall occur and be continuing, that is continuingto say: (ai) any failure by the Servicer GMACM to remit to the Trustee, on behalf Trustee any payment required to be made under the terms of the Issuer, any required remittance that this Agreement which continues unremedied for a period of five three Business Days after written notice of such failure is received by the Servicer from the Issuer or the TrusteeDays; or (bii) any failure by on the Servicer part of GMACM to duly to observe or perform in any material respect any other covenant or agreement of the Servicer covenants or agreements on the part of GMACM set forth in this Agreement, which failure: (i) materially and adversely affects the Transferred Securitization Property or the rights breach 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 (c) any representation or warranty made by the Servicer in this Agreement proves to have been incorrect when made, which has a material adverse effect on the Issuer or the Securitization Bondholders and which material adverse effect continues continue unremedied for a period of 60 sixty days after the date on which written notice thereof has of such failure, requiring the same to be remedied, shall have been given to the Servicer GMACM by the Issuer or the Trustee or after discovery to GMACM and the Trustee by the holders of such failure by an officer Certificates evidencing not less than 25% of the Servicer, as Voting Rights evidenced by the case may beCertificates; or (diii) an Insolvency Event occurs with respect 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 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 GMACM and such decree or order shall have remained in force undischarged or unstayed for a period of sixty days; or (iv) GMACM shall consent to the Servicerappointment 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 GMACM or of or relating to all or substantially all of its property; or (v) GMACM 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) GMACM attempts to assign its right to servicing compensation hereunder (other than any payment by GMACM to the Seller of any portion of the Servicing Fee payable to GMACM as provided in a separate side letter between the Seller and GMACM) or GMACM 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) GMACM 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 GMACM's ability to perform its obligations hereunder; or (viii) a default by M&T under the M&T Servicing Agreement; or (ix) a default by GreenPoint under the GreenPoint Servicing Agreement. then, and in each and every such case, so long as the a Servicer Default shall not have been remedied, the Trustee, with the consent of the Holders of a majority of the outstanding principal amount of the Securitization Bonds of all Series, but subject to the provisions of the Intercreditor Agreement, by notice then given in writing to the related Servicer (shall with respect to a "Termination Notice"payment default by the related Servicer pursuant to Section 8.01(i) of this Agreement or pursuant to the M&T Servicing Agreement or GreenPoint Servicing Agreement, as applicable, 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 or under the M&T Servicing Agreement or the GreenPoint Servicing Agreement and at law or equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations (other than of GMACM under this Agreement and in and to the indemnification obligations set forth in Section 5.02 hereof related Mortgage Loans and the obligation proceeds thereof without compensating GMACM for the same with respect to a default by GMACM, or terminate all the rights and obligations of M&T under Section 6.04 the M&T Servicing Agreement or GreenPoint under the GreenPoint Servicing Agreement and in and to continue performing its functions the related Mortgage Loans in accordance with the M&T Servicing Agreement or the GreenPoint Servicing Agreement, as Servicer until a successor Servicer is appointed) of applicable; provided, that in addition to the Servicer under this Agreement. In additionnotice provided for in the preceding sentence, upon a Servicer Default specified in Section 6.01(a) above, the Issuer and the Trustee shall be entitled first provide written notice to apply to M&T within two Business Days following the MPSC or any court occurrence of competent jurisdiction for sequestration and a payment to default by M&T in accordance with the Trustee of revenues arising with respect to the Transferred Securitization PropertyM&T Servicing Agreement. On or after the receipt by the a Servicer of a Termination Noticesuch written notice, all authority and power of the such Servicer under this Agreement, the M&T Servicing Agreement or the GreenPoint Servicing Agreement, as applicable, whether with respect to the Transferred Securitization Property, the related Securitization Charges Mortgage Loans or otherwise, shall, upon appointment of a successor Servicer pursuant to Section 6.04, without further action, shall pass to and be vested in such successor Servicer and, without limitationthe Trustee. Upon written request from the Trustee, the Trustee is hereby authorized and empowered to related 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 Securitization Property Documentation related Mortgage Loans and related documents, or otherwise, at such Servicer's sole expense. The predecessor Servicer GMACM, pursuant to this Agreement, M&T pursuant to the M&T Servicing Agreement or GreenPoint pursuant to the GreenPoint Servicing Agreement, shall cooperate with the successor Servicer, the Trustee and the Issuer in effecting the termination of the related Servicer's responsibilities and rights of hereunder, under the predecessor Servicer M&T Servicing Agreement or under this the GreenPoint Servicing Agreement, including as applicable, including, without limitation, the transfer to the such successor Servicer for administration by it of all cash amounts that which shall at the time be held credited by the predecessor defaulting Servicer for remittance, to its Custodial Account or shall Escrow Account or thereafter be received by it with respect to the Transferred Securitization related 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, under the related Securitization ChargesM&T Servicing Agreement or under the GreenPoint Servicing Agreement, as applicable, on or prior to the date of such termination, whether in respect of Advances, Servicing Advances, accrued and unpaid Servicing Fees or otherwise, and shall continue to be entitled to the benefits of Section 7.04, notwithstanding any such termination, with respect to events occurring prior to such termination). As soon as practicable after receipt The Trustee shall not have knowledge of a Servicer Default unless a Responsible Officer of the Trustee has actual knowledge or unless written notice of any Servicer Default is received by the Servicer of Trustee at its Corporate Trust Office and such Termination Noticenotice references the Certificates, the Trust Fund or this Agreement. Notwithstanding the Servicer shall deliver the Securitization Property Documentation to the successor Servicer. All reasonable costs Default set forth in clauses (viii) and expenses (including attorneys fees and expensesix) incurred in connection with transferring the Securitization Property Documentation to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 6.01 above, there shall be paid by no cross-default between the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of Consumers as Servicer shall not terminate Consumers' rights or obligations under the Sale AgreementServicers.

Servicer Default. If any one of the following events (a "Servicer Default") occurs shall occur and is be continuing: (a) any failure by the Servicer to remit to deposit in the Trustee, Collection Account on behalf of the Issuer, Grantee any required remittance that continues shall continue unremedied for a period of five three Business Days after written notice of such failure is received by the Servicer from the Grantee, the Note Issuer or the TrusteeIndenture Trustee or after discovery of such failure by a Responsible Officer of the Servicer; or (b) any failure by on the part of the Servicer or Illinois Power, as the case may be, duly to observe or to perform in any material respect any other covenant covenants or agreement agreements of the Servicer or Illinois Power (as the case may be) set forth in this AgreementAgreement (including Section 4.01) or any other Basic Document to which it is a party, which failure: failure shall (i) materially and adversely affects the Transferred Securitization Property or affect the rights of the Securitization Bondholders, and Holders and (ii) continues continue unremedied for a period of 60 30 days after the date on which written notice of such failure has failure, requiring the same to be remedied, shall have been given (A) to the Servicer or Illinois Power (as the case may be) by the Grantee or the Note Issuer or (B) to the Servicer or Illinois Power (as the case may be) by the Indenture Trustee or by the Trustee or after discovery Holders of such failure by an officer Notes evidencing not less than twenty-five percent (25%) of the ServicerOutstanding Amount of the Notes of all Series; or (c) any representation or warranty made by the Servicer in this Agreement proves shall prove to have been incorrect when made, which has a material adverse effect on the Grantee, the Note Issuer or the Securitization Bondholders Holders and which material adverse effect continues unremedied for a period of 60 days after the date on which written notice thereof has requiring the same to be remedied, shall have been given delivered to the Servicer by the Grantee, the Note Issuer or the Trustee or after discovery of such failure by an officer of the Servicer, as the case may beIndenture Trustee; or (d) an Insolvency Event occurs with respect to the ServicerServicer or Illinois Power; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, with the consent of or the Holders of a majority Notes evidencing not less than twenty-five percent (25%) of the outstanding principal amount Outstanding Amount of the Securitization Bonds Notes of all Series, but subject to the provisions of the Intercreditor Agreement, by notice (a "Termination Notice") then given in writing to the Servicer (a "Termination Notice"and to the Indenture Trustee if given by the Holders) 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 appointed6.02 hereof) of the Servicer under this Agreement. In addition, upon a Servicer Default specified described in Section 6.01(a) above7.01(a), each of the Issuer and the Trustee following shall be entitled to apply to the MPSC or any court of competent jurisdiction ICC for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization Intangible Transition Property: (1) the Holders and the Indenture Trustee as beneficiaries of the lien provided under Section 18-107(c) of the Funding Law; (2) the Grantee or its assignees; (3) the Note Issuer; or (4) pledgees or transferees of the Intangible 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 Transferred Securitization Notes, the Intangible Transition Property, the related Securitization Charges IFCs 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 Securitization Intangible Transition Property Documentation Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Trustee Grantee, the Note Issuer and the Issuer 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 (i) 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 Transferred Securitization Intangible Transition Property or the related Securitization Charges. As soon as practicable after receipt by the Servicer of such Termination NoticeIFCs, the Servicer shall deliver the Securitization and (ii) any and all Intangible Transition Property Documentation to the successor ServicerRecords. All reasonable out-of-pocket costs and expenses (including attorneys attorneys' fees and expenses) incurred in connection with transferring the Securitization Intangible Transition Property Documentation Records 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 Consumers as Servicer shall not terminate Consumers' rights or obligations under the Sale Agreement.

Servicer Default. If any one of the following events (a "Servicer Default") occurs and is continuing: (a) any failure by the Servicer to remit to the Trustee, on behalf of the Issuer, any required remittance that continues unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Issuer or the 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 AgreementAgreement or any other Basic Document to which it is a party in such capacity, which failure: (i) materially and adversely affects the Transferred Securitization Property or the rights of the Securitization BondholdersIntangible Transition Property, 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 (c) any representation or warranty made by the Servicer in this Agreement proves to have been incorrect when made, which has a material adverse effect on the Issuer or the Securitization Transition Bondholders and which material adverse effect continues unremedied for a period of 60 days after the date on which written notice thereof has shall have been given to the Servicer by the Issuer or the Trustee or after discovery of such failure by an officer of the Servicer, as the case may be; or (d) an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, the Trustee, with the consent of the Holders of a majority of the outstanding principal amount of the Securitization Transition Bonds of all Series, but subject to the provisions of the Intercreditor Agreement, by notice then given in writing to the Servicer (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 6.02 to continue performing its functions as Servicer until a successor Servicer is appointed) of the Servicer under this Agreement. In addition, upon a Servicer Default specified described in Section 6.01(a) above), the Issuer and the Trustee shall be entitled to apply to the MPSC or any court of competent jurisdiction PUC for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization Serviced Intangible 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 Transferred Securitization Serviced Intangible Transition Property, the related Securitization Intangible Transition Charges or otherwise, shall, upon appointment of a successor Servicer pursuant to Section 6.046.02, without further action, pass to and be vested in such successor Servicer and, without limitation, the 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 Securitization Intangible Transition Property Documentation and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Trustee and the 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 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 Transferred Securitization Serviced Intangible Transition Property or the related Securitization Intangible Transition Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Intangible Transition Property Documentation to the successor Servicer. All reasonable costs and expenses (including attorneys fees and expenses) incurred in connection with transferring the Securitization Intangible Transition Property 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 Consumers PP&L as Servicer shall not terminate Consumers' PP&L's rights or obligations under the Sale Contribution Agreement.

Servicer Default. If any one of the following events (each, a "Servicer Default") occurs shall occur and is be continuing: (a) any failure by the Servicer to remit deliver to the Trustee, on behalf Indenture Trustee for deposit in any of the IssuerTrust Accounts any payment required by the Basic Documents, any required remittance that which failure continues unremedied for a period of five three Business Days after written notice of such failure is received by the Servicer from the Issuer Eligible Lender Trustee, the Indenture Trustee or the 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 Administrator or after discovery of such failure by an officer of the Servicer; or (cb) any representation or warranty made failure by the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement proves to have been incorrect when madeor any other Basic Document, which has a material adverse effect on failure shall (i) materially and adversely affect the Issuer rights of Noteholders or the Securitization Bondholders any Swap Counterparties and which material adverse effect continues (ii) continue unremedied for a period of 60 thirty (30) days after the date on which written notice thereof has been given to the Servicer by the Issuer or the Trustee or after of discovery of such failure by an officer of the Servicer or on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer, as by the case may beDepositor, the Indenture Trustee, the Eligible Lender Trustee or (B) to the Servicer, the Indenture Trustee, the Administrator and the Eligible Lender Trustee by Noteholders representing not less than 25% of the Outstanding Amount of the Notes; or (c) any limitation, suspension or termination by the Department of the Servicer's eligibility to service Student Loans which materially and adversely affects its ability to service the Financed Student Loans; or (d) an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Trustee, with Indenture Trustee or the consent Noteholders of Notes evidencing not less than 75% of the Holders of a majority Outstanding Amount of the outstanding principal amount of the Securitization Bonds of all Series, but subject to the provisions of the Intercreditor Agreement, Notes by notice then given in writing to the Servicer (a "Termination Notice"and to the Indenture Trustee and the Eligible Lender Trustee if given by the Noteholders) 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 appointed5.02) of the Servicer under this Agreement. In addition, upon a Servicer Default specified in Section 6.01(a) above, the Issuer and the Trustee shall be entitled to apply to the MPSC or any court of competent jurisdiction for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization Property. 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 Transferred Securitization PropertyNotes, the related Securitization Charges Financed Student Loans or otherwise, shall, upon appointment of a successor Servicer pursuant to Section 6.04, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 6.02; and, without limitation, the Indenture Trustee is and the Eligible Lender 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 Securitization Property Documentation Financed Student Loans and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Issuer Eligible Lender Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor including the Servicer for administration by it of 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 Transferred Securitization Property or the related Securitization Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Property Documentation to the successor Servicera Financed Student Loan. All reasonable costs and expenses (including attorneys fees and expensesattorneys' fees) incurred in connection with transferring the Securitization Property Documentation Student Loan Files to the successor Servicer and amending this Agreement and any other Basic Documents 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 Upon receipt of Consumers as notice of the occurrence of a Servicer Default, the Eligible Lender Trustee shall not terminate Consumers' rights or obligations under give notice thereof to the Sale AgreementRating Agencies.

Servicer Default. If any one of the following events (a "Servicer Default") occurs shall occur and is be continuing: (a) any failure by the Servicer to remit deliver to the Trustee, on behalf Indenture Trustee for deposit in any of the IssuerTrust Accounts any payment required by the Basic Documents, any required remittance that which failure continues unremedied for a period of five three Business Days after written notice of such failure is received by the Servicer from the Issuer Eligible Lender Trustee, the Indenture Trustee or the 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 Administrator or after discovery of such failure by an officer of the Servicer; or (cb) any representation or warranty made failure by the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement proves to have been incorrect when madeor any other Basic Document, which has a material adverse effect on failure shall (i) materially and adversely affect the Issuer or the Securitization Bondholders rights of Noteholders and which material adverse effect continues (ii) continue unremedied for a period of 60 thirty (30) days after the date on which written notice thereof has of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer Servicer, by the Issuer or Indenture Trustee, the Eligible Lender Trustee or after discovery (B) to the Servicer, and to the Indenture Trustee, the Administrator and the Eligible Lender Trustee by Noteholders representing not less than 25% of such failure the Outstanding Amount of the Notes; or (c) any limitation, suspension or termination by an officer the Department of the Servicer, as 's eligibility to service Student Loans which materially and adversely affects its ability to service the case may beFinanced Student Loans; or (d) an Insolvency Event occurs with respect to the Servicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Trustee, with Indenture Trustee or the consent Noteholders of Notes evidencing not less than 75% of the Holders of a majority Outstanding Amount of the outstanding principal amount of the Securitization Bonds of all Series, but subject to the provisions of the Intercreditor Agreement, Notes by notice then given in writing to the Servicer (a "Termination Notice"and to the Indenture Trustee and the Eligible Lender Trustee if given by the Noteholders) 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 appointed5.02) of the Servicer under this Agreement. In addition, upon a Servicer Default specified in Section 6.01(a) above, the Issuer and the Trustee shall be entitled to apply to the MPSC or any court of competent jurisdiction for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization Property. 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 Transferred Securitization PropertyNotes, the related Securitization Charges Financed Student Loans or otherwise, shall, upon appointment of a successor Servicer pursuant to Section 6.04, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 6.02; and, without limitation, the Indenture Trustee is and the Eligible Lender 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 Securitization Property Documentation Financed Student Loans and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Indenture Trustee and the Issuer Eligible Lender 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 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 Transferred Securitization Property or the related Securitization Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Securitization Property Documentation to the successor Servicera Financed Student Loan. All reasonable costs and expenses (including attorneys fees and expensesattorneys' fees) incurred in connection with transferring the Securitization Property Documentation Student Loan Files to the successor Servicer and amending this Agreement and any other Basic Documents 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 Upon receipt of Consumers as notice of the occurrence of a Servicer Default, the Eligible Lender Trustee shall not terminate Consumers' rights or obligations under give notice thereof to the Sale AgreementRating Agencies.

Servicer Default. If any (a) In case one or more of the following events (each a "Servicer Default") occurs by the Servicer shall occur and is be continuing: (ai) (A) an Event of Nonpayment (subject to paragraph (c) below); (B) the failure by the Servicer to make any required Servicing Advance (other than a Nonrecoverable Advance), to the extent such failure materially and adversely affects the interests of the Certificate Insurer or the Certificateholders; (C) the failure by the Servicer to make a required Advance (other than a Nonrecoverable Advance) pursuant to the second paragraph of Section 6.08; or (D) any other failure by the Servicer to remit to the Trustee, on behalf Trustee for the benefit of the Issuerany Holders, any payment required remittance that to be made under the terms of this Agreement (other than a Nonrecoverable Advance) which continues unremedied for a period of five Business Days after the date upon which written notice of such failure is received failure, requiring the same to be remedied, shall have been given to a Servicing Officer of the Servicer by the Certificate Insurer, the Trustee or to a Servicing Officer of the Servicer from and the Issuer or the TrusteeTrustee by any Holder; or (bii) any the failure by the Servicer duly to observe or perform perform, in any material respect respect, any other covenant covenants, obligations or agreement agreements of the Servicer as 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) failure 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 (c) any representation or warranty made by the Servicer in this Agreement proves to have been incorrect when made, which has a material adverse effect on the Issuer or the Securitization Bondholders and which material adverse effect continues unremedied for a period of 60 30 days after the date on which written notice thereof has of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Issuer Certificate Insurer or the Trustee or after discovery of such failure to the Servicer and the Trustee by an officer of any Holder or the Servicer, as the case may beCertificate Insurer; or (diii) 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 insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of 60 days; or (iv) the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of the Servicer's property; or (v) the Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an Insolvency Event occurs assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; (vi) the Servicer shall fail for 60 days to pay, or bond against, an unappealable, undischarged, unvacated and unstayed final judgment by a court of competent jurisdiction in an aggregate amount of $250,000 or more; (vii) subject to paragraph (c) below, if on three consecutive Payment Dates the aggregate Principal Balance of Mortgage Loans (including Bankruptcy Loans) more than 90 days contractually delinquent as of the end of the last day of the preceding Due Period exceeds (A)(1) with respect to each Due Period occurring from and including March 1997 to and including August 1998, 8.00%, (2) with respect to each Due Period occurring from and including September 1998 to and including August 1999, 10.00% and (3) with respect to each Due Period thereafter, 12.00%, multiplied by (B) the ServicerPool Principal Balance of the Mortgage Pool as of the end of the last day of the preceding Due Period; (viii) if on any Payment Date occurring in January of any year, commencing in January, 1998, the aggregate Mortgage Loan Losses over the prior twelve month period exceed 1.00% of the average Pool Principal Balance as of the end of the last day of each of the twelve preceding Due Periods (subject to paragraph (c) below); or (ix) if on any Payment Date the aggregate Mortgage Loan Losses for all prior Due Periods since the Cut-off Date exceed 2.00% of the Original Pool Principal Balance (subject to paragraph (c) below. (b) then, and in each and every such case, so long as the such Servicer Default shall not have been remedied, and in the case of clause (i) above (except for clause (i)(C)), if such Servicer Default shall not have been remedied within three Business Days after the Servicer has received notice of such Servicer Default, (x) with respect solely to clause (i)(C) above, if such Advance is not made by 4:00 p.m. New York time on the second Business Day prior to the applicable Payment Date, the Certificate Insurer or the Trustee, upon receipt of written notice or discovery by a Responsible Officer of such failure, shall give immediate telephonic notice of such failure to a Servicing Officer of the Servicer, and the Trustee shall notify each Certificateholder and, unless such failure is cured, either by receipt of payment or receipt of evidence satisfactory to the Certificate Insurer (e.g., a wire reference number communicated by the sending bank; the Certificate Insurer shall notify the Trustee, if the Certificate Insurer receives satisfactory evidence that such funds have been sent), by 12:00 noon New York time on the following Business Day, the Trustee, or a successor servicer appointed in accordance with Section 10.02, shall immediately make such Advance (unless such Advance is a Nonrecoverable Advance) and assume, pursuant to Section 10.02 hereof, the duties of a successor Servicer; and (y) in the case of clauses (i)(A), (i)(B), (i)(D), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) above, the Majority in Aggregate Voting Interest, subject to the prior written consent of the Holders of a majority of Certificate Insurer, which consent may not be unreasonably withheld, or the outstanding principal amount of the Securitization Bonds of all Series, but subject to the provisions of the Intercreditor AgreementCertificate Insurer, by notice then given in writing to the Servicer (and a "Termination Notice") Responsible Officer of the Trustee may, in addition to whatever rights they or it may terminate have at law or equity to damages, including injunctive relief and specific performance, commence termination of 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 under this Agreement. In addition, upon a Servicer Default specified Agreement and in Section 6.01(a) above, and to the Issuer Mortgage Loans and the Trustee shall be entitled to apply to the MPSC or any court of competent jurisdiction for sequestration and payment to the Trustee of revenues arising with respect to the Transferred Securitization Propertyproceeds thereof, as servicer. On or after the Upon receipt by the Servicer of a Termination Noticesecond written notice (except relative to clause (i)(C) above) from the Majority in Aggregate Voting Interest, subject to the prior written consent of the Certificate Insurer, which consent may not be unreasonably withheld, or the Certificate Insurer stating that they or it intend to terminate the Servicer as a result of such Servicer Default, all authority and power of the Servicer under this Agreement, whether with respect to the Transferred Securitization Property, the related Securitization Charges Mortgage Loans or otherwise, shall, upon appointment of a successor Servicer pursuant subject to Section 6.04, without further action10.02, pass to and be vested in such successor Servicer and, without limitation, the Trustee or its designee and the 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, instruments and to do or accomplish cause to be done all other acts or things necessary or appropriate to effect the purposes of such Termination Noticenotice of termination, whether to complete including, but not limited to, the transfer and endorsement or assignment of the Securitization Property Documentation Mortgage Loans and related documents, or otherwise. The predecessor Servicer shall agrees to cooperate with the successor Servicer, the Trustee and the Issuer in effecting the termination of the Servicer's responsibilities and rights of the predecessor Servicer under this Agreementhereunder, including including, without limitation, the transfer to the successor Servicer Trustee, for the benefit of the Holders of the Certificates, or its designee for administration by it of all cash amounts that which shall at the time be held credited by the predecessor Servicer for remittance, to the Principal and Interest Account or shall thereafter be received by it with respect to the Transferred Securitization Property Mortgage Loans. The Trustee shall not be deemed to have knowledge of a Servicer Default unless a Responsible Officer thereof has received written notice thereof. (c) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence of an Event of Nonpayment or a Performance Default, the related Securitization ChargesCertificate Insurer shall promptly notify the Trustee. As soon as practicable after During any applicable grace period following receipt by of such notice (or immediately following such notice in the case of a Performance Default), the Trustee and the Certificate Insurer shall cooperate with each other to determine if the occurrence of such Event of Nonpayment is in their reasonable business judgment or Performance Default is in the reasonable business judgment of the Certificate Insurer (x) the result of the acts or omissions of the Servicer or (y) the result of events beyond the control of the Servicer. If the Trustee and the Certificate Insurer conclude that such Termination NoticeEvent of Nonpayment or Performance Default is the result of the latter, Section 10.01(b) above shall not apply, and the Servicer shall deliver not be terminated, unless and until an Event of Default unrelated to such Event of Nonpayment or Performance Default has occurred and is continuing, whether or not the Securitization Property Documentation Servicer has cured such Event of Nonpayment or Performance Default. If the Trustee and the Certificate Insurer conclude that the Event of Nonpayment or Performance Default is the result of the former, the Certificate Insurer or the Majority in Aggregate Voting Interest, as the case may be, may terminate the Servicer in accordance with Section 10.01(b) above, provided that the Trustee shall have until the 60th day following the date of receipt of notice of the Event of Nonpayment or Performance Default to either assume the servicing or appoint a successor servicer pursuant to Section 10.02 hereof. If the Trustee and the Certificate Insurer cannot agree, and the basis for such disagreement is not arbitrary or unreasonable, as to the successor cause of the Event of Nonpayment or Performance Default, the decision of the Certificate Insurer shall control; provided, however, that if the Certificate Insurer decides to terminate the Servicer. All reasonable costs and expenses (including attorneys fees and expenses) incurred in connection with transferring , the Securitization Property Documentation to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 6.01 Trustee shall be paid by relieved of its obligation to assume the predecessor servicing or to appoint a successor, which shall be the exclusive obligation of the Certificate Insurer. The Trustee shall promptly notify each Rating Agency, the Certificate Insurer, the Trustee and each Certificateholder, of the occurrence of a Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of Consumers as Servicer shall not terminate Consumers' rights or obligations under the Sale AgreementDefault.