Common use of Servicer Default Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur occurs and be is continuing: (a) any failure by the Servicer to remit to the Collection Account Trustee, on behalf of the Issuer Issuer, any required remittance by the date that shall continue such remittance must be made that continues unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; orDays; (b) any failure on the part of by the Servicer or, so long as the Servicer is PG&E or an Affiliate thereof, any failure on the part of PG&E, as the case may be, duly to observe or to perform in any material respect any covenants other covenant or agreements agreement of the Servicer or PG&E, as the case may be, set forth in this Agreement (other than as provided in clause Section 7.01(a) or (a) of this Section 7.01c)) or any other Basic Document to which it is a partyparty in such capacity, which failure shall failure (i) materially and adversely affect affects the Transition Property or the timely collection of the Transition Charges or the rights of the Holders and Trustee or the Transition Bondholders, and (ii) continue continues unremedied for a period of sixty (60) 60 days after the date on which earlier to occur of (A) the Trustee, the PUCT or the Issuer delivers written notice of such failure, requiring the same to be remedied, shall have been given failure to the Servicer or PG&E, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or PG&E, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; orServicer discovers such failure; (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) 4.01 of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; orbusiness days; (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove proves to have been incorrect in a material respect when made, which has a material adverse effect on the Holders Transition Property or the Issuer’s ownership interest therein, the security interest of the Trustee in the Transition Property, the PUCT, 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 sixty (60) 60 days after the date on which (A) written notice thereof, requiring the same to be remedied, thereof shall have been delivered given to the Servicer (with a copy to the Indenture Trustee) by the Issuer Issuer, the PUCT or the Indenture Trustee or (B) after discovery of such failure is discovered by an officer of the Servicer, as the case may be; or (e) an Insolvency Event occurs with respect to the Servicer or PG&EServicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either and in no other circumstances, the Indenture TrusteeTrustee may, or shall upon the Holders of Recovery Bonds evidencing not less than a majority written instruction of the Outstanding Amount Majority Holders, terminate all the rights and obligations (other than the indemnification obligations set forth in Section 6.02 hereof and the obligation under Section 7.04 to continue performing its functions as Servicer until a Successor Servicer is appointed) of the Recovery Bonds, Servicer under this Agreement by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Bondholders) (a “Termination Notice”) may terminate all and the rights and obligations Trustee shall comply with the provisions of the Intercreditor Agreement. The Servicer shall notify each Rating Agency promptly upon the Servicer, subject to compliance with Section 7.02’s receipt of a Termination Notice. In addition, upon a Servicer Default described in Section 7.01(a)Default, each of the following Issuer and the Trustee shall be entitled to (x) apply to the CPUC a state district court located in Xxxxxx County, Texas, for sequestration and payment to the Trustee of revenues arising with respect to the Recovery Transition Property: , (iy) foreclose on or otherwise enforce the holders of any Recovery Bonds Lien on and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by security interests in the Wildfire Financing Law; Transition Property and (iiz) apply to the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 PUCT for an order that amounts arising from the Transition Charges be transferred to a separate account for the benefit of the Wildfire Financing LawTransition Bondholders, of in accordance with the Recovery PropertyPublic Utility Regulatory Act. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Bonds, the Recovery Transition Property, the Fixed Recovery related Transition Charges or otherwise, shall, upon appointment of a Successor Servicer pursuant to Section 7.04 and pursuant to the provisions of the Intercreditor Agreement, without further action, pass to and be vested in such successor Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Transition Property Records Documentation and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Successor Servicer, the Issuer Trustee and the Indenture Trustee Issuer in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement and the Intercreditor Agreement, including the transfer to the successor Successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Transition Property or the Fixed Recovery related Transition Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Transition Property Records Documentation to the successor Successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all All reasonable costs and expenses (including reasonable attorney’s attorneys’ fees and expenses) incurred in connection with transferring the Recovery Transition Property Records Documentation to the successor Successor Servicer and amending this Agreement or the Intercreditor Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. All costs and expenses (including attorneys’ fees and expenses) incurred in connection with transferring the Transition Property Documentation to the Successor Servicer and amending this Agreement or the Intercreditor Agreement to reflect the succession as Servicer other than pursuant to this Section shall be paid by the party incurring such costs and expenses. Termination of PG&E CenterPoint Houston’s rights as a Servicer shall not terminate PG&ECenterPoint Houston’s rights or obligations in its individual capacity under the Sale Agreement or the Intercreditor Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

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

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

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

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

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

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

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

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

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

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to remit to the Collection Account on behalf of the Issuer any required remittance (other than an inadvertent failure to remit a de minimus amount of collections) that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) any failure on the part of the Servicer or, so long as the Servicer is PG&E ENO or an Affiliate thereof, any failure on the part of PG&EENO, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or PG&EENO, as the case may be, set forth in this Agreement (other than as provided in clause clauses (a) or (c) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) 60 days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or PG&EENO, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or PG&EENO, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b4.01(a) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Daysdays; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Issuer or the Holders and which material adverse effect continues unremedied for a period of sixty (60) 60 days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or PG&EENO; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture TrusteeTrustee may, or shall upon the instruction of Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Storm Recovery Bonds, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the BondholdersHolders) (a “Termination Notice”) may ), terminate all the rights and obligations (other than the obligations set forth in Section 6.02 and the obligation under Section 7.02 to continue performing its functions as Servicer until a successor Servicer is appointed) of the Servicer, subject to compliance with Section 7.02Servicer under this Agreement. In addition, upon a Servicer Default described in Section 7.01(a), each the Holders and the Indenture Trustee as financing parties under the Storm Recovery Securitization Law (or any of the following their representatives) shall be entitled to (i) apply to the CPUC district court of the domicile of the Council for sequestration and payment of revenues arising with respect to the Storm Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Wildfire Financing Law; , (ii) foreclose on or otherwise enforce the Issuer or its assignees; or lien and security interests in any Storm Recovery Property and (iii) pledgees apply to the Council or transferees, including transferees under Section 850.4 a court of competent jurisdiction and venue for an order that amounts arising from the Storm Recovery Charges be transferred to a separate account for the benefit of the Wildfire Financing Secured Parties, in accordance with the Storm Recovery Securitization Law, of the Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Storm Recovery Bonds, the Storm Recovery Property, the Fixed Storm Recovery Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Storm Recovery Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Storm Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Storm Recovery Property or the Fixed Storm Recovery Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Storm Recovery Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Storm Recovery Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of PG&E ENO as Servicer shall not terminate PG&EENO’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

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

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

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

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

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

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

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to remit to the Collection Account on behalf of the Issuer any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) any failure on the part of the Servicer or, so long as the Servicer is PG&E ELL or an Affiliate thereof, any failure on the part of PG&EELL, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or PG&EELL, as the case may be, set forth in this Agreement (other than as provided in clause clauses (a) or (c) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) 60 days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or PG&EELL, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or PG&EELL, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b4.01(a) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Daysdays; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Issuer or the Holders and which material adverse effect continues unremedied for a period of sixty (60) 60 days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or PG&EELL; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture TrusteeTrustee may, or shall upon the instruction of Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Investment Recovery Bonds, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the BondholdersHolders) (a “Termination Notice”) may ), terminate all the rights and obligations (other than the obligations set forth in Section 6.02 and the obligation under Section 7.02 to continue performing its functions as Servicer until a successor Servicer is appointed) of the Servicer, subject to compliance with Section 7.02Servicer under this Agreement. In addition, upon a Servicer Default described in Section 7.01(a), each the Holders and the Indenture Trustee as financing parties under the Investment Recovery Securitization Law (or any of the following their representatives) shall be entitled to (i) apply to the CPUC district court of the domicile of the LPSC for sequestration and payment of revenues arising with respect to the Investment Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Wildfire Financing Law; , (ii) foreclose on or otherwise enforce the Issuer or its assignees; or lien and security interests in any Investment Recovery Property and (iii) pledgees apply to the LPSC or transferees, including transferees under Section 850.4 a court of competent jurisdiction and venue for an order that amounts arising from the Investment Recovery Charges be transferred to a separate account for the benefit of the Wildfire Financing Secured Parties, in accordance with the Investment Recovery Securitization Law, of the Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Investment Recovery Bonds, the Investment Recovery Property, the Fixed Investment Recovery Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Investment Recovery Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Investment Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Investment Recovery Property or the Fixed Investment Recovery Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Investment Recovery Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Investment Recovery Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of PG&E ELL as Servicer shall not terminate PG&EELL’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur occurs and be is continuing: (a) any failure by the Servicer to remit to the Collection Account Trustee, on behalf of the Issuer Issuer, any required remittance by the date that shall continue such remittance must be made that continues unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; orDays; (b) any failure on the part of by the Servicer or, so long as the Servicer is PG&E or an Affiliate thereof, any failure on the part of PG&E, as the case may be, duly to observe or to perform in any material respect any covenants other covenant or agreements agreement of the Servicer or PG&E, as the case may be, set forth in this Agreement (other than as provided in clause Section 7.01(a) or (a) of this Section 7.01c)) or any other Basic Document to which it is a partyparty in such capacity, which failure shall failure (i) materially and adversely affect affects the Transition Property or the timely collection of the Transition Charges or the rights of the Holders and Trustee or the Transition Bondholders, and (ii) continue continues unremedied for a period of sixty (60) 60 days after the date on which earlier to occur of (A) the Trustee, the PUCT or the Issuer delivers written notice of such failure, requiring the same to be remedied, shall have been given failure to the Servicer or PG&E, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or PG&E, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; orServicer discovers such failure; (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) 4.01 of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; orbusiness days; (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove proves to have been incorrect in a material respect when made, which has a material adverse effect on the Holders Transition Property or the 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 sixty (60) 60 days after the date on which (A) written notice thereof, requiring the same to be remedied, thereof shall have been delivered given to the Servicer (with a copy to the Indenture Trustee) by the Issuer Issuer, the PUCT or the Indenture Trustee or (B) after discovery of such failure is discovered by an officer of the Servicer, as the case may be; or (e) an Insolvency Event occurs with respect to the Servicer or PG&EServicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either and in no other circumstances, the Indenture TrusteeTrustee may, or shall upon the Holders of Recovery Bonds evidencing not less than a majority written instruction of the Outstanding Amount Majority Holders, terminate all the rights and obligations (other than the indemnification obligations set forth in Section 6.02 hereof and the obligation under Section 7.04 to continue performing its functions as Servicer until a Successor Servicer is appointed) of the Recovery Bonds, Servicer under this Agreement by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Bondholders) (a “Termination Notice”) may terminate all and the rights and obligations Trustee shall comply with the provisions of the Intercreditor Agreement. The Servicer shall notify each Rating Agency promptly upon the Servicer, subject to compliance with Section 7.02’s receipt of a Termination Notice. In addition, upon a Servicer Default described in Section 7.01(a)Default, each of the following Issuer and the Trustee shall be entitled to (x) apply to the CPUC a state district court located in Xxxxxx County, Texas, for sequestration and payment to the Trustee of revenues arising with respect to the Recovery Transition Property: , (iy) foreclose on or otherwise enforce the holders of any Recovery Bonds Lien on and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by security interests in the Wildfire Financing Law; Transition Property and (iiz) apply to the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 PUCT for an order that amounts arising from the Transition Charges be transferred to a separate account for the benefit of the Wildfire Financing LawTransition Bondholders, of in accordance with the Recovery PropertyTexas 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 Recovery Bonds, the Recovery Transition Property, the Fixed Recovery related Transition Charges or otherwise, shall, upon appointment of a Successor Servicer pursuant to Section 7.04 and pursuant to the provisions of the Intercreditor Agreement, without further action, pass to and be vested in such successor Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Transition Property Records Documentation and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Successor Servicer, the Issuer Trustee and the Indenture Trustee Issuer in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement and the Intercreditor Agreement, including the transfer to the successor Successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Transition Property or the Fixed Recovery related Transition Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Transition Property Records Documentation to the successor Successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all All reasonable costs and expenses (including reasonable attorney’s attorneys’ fees and expenses) incurred in connection with transferring the Recovery Transition Property Records Documentation to the successor Successor Servicer and amending this Agreement or the Intercreditor Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. All costs and expenses (including attorneys’ fees and expenses) incurred in connection with transferring the Transition Property Documentation to the Successor Servicer and amending this Agreement or the Intercreditor Agreement to reflect the succession as Servicer other than pursuant to this Section shall be paid by the party incurring such costs and expenses. Termination of PG&E CenterPoint Houston’s rights as a Servicer shall not terminate PG&ECenterPoint Houston’s rights or obligations in its individual capacity under the Sale Agreement or the Intercreditor Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur occurs and be is continuing: (a) any failure by the Servicer to remit to the Collection Account Trustee, on behalf of the Issuer Issuer, any required remittance by the date that shall continue such remittance must be made that continues unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; orDays; (b) any failure on the part of by the Servicer or, so long as the Servicer is PG&E or an Affiliate thereof, any failure on the part of PG&E, as the case may be, duly to observe or to perform in any material respect any covenants other covenant or agreements agreement of the Servicer or PG&E, as the case may be, set forth in this Agreement (other than as provided in clause Section 7.01(a) or (a) of this Section 7.01c)) or any other Basic Document to which it is a partyparty in such capacity, which failure shall failure (i) materially and adversely affect affects the System Restoration Property or the timely collection of the System Restoration Charges or the rights of the Holders and Trustee or the Bondholders, and (ii) continue continues unremedied for a period of sixty (60) 60 days after the date on which earlier to occur of (A) the Trustee, the PUCT or the Issuer delivers written notice of such failure, requiring the same to be remedied, shall have been given failure to the Servicer or PG&E, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or PG&E, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; orServicer discovers such failure; (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) 4.01 of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; orbusiness days; (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove proves to have been incorrect in a material respect when made, which has a material adverse effect on the Holders System Restoration Property or the Issuer’s ownership interest therein, the security interest of the Trustee in the System Restoration Property, the PUCT, the Issuer, the Bondholders or the investment of the Bondholders in the Bonds, and which material adverse effect continues unremedied for a period of sixty (60) 60 days after the date on which (A) written notice thereof, requiring the same to be remedied, thereof shall have been delivered given to the Servicer (with a copy to the Indenture Trustee) by the Issuer Issuer, the PUCT or the Indenture Trustee or (B) after discovery of such failure is discovered by an officer of the Servicer, as the case may be; or (e) an Insolvency Event occurs with respect to the Servicer or PG&EServicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either and in no other circumstances, the Indenture TrusteeTrustee may, or shall upon the Holders of Recovery Bonds evidencing not less than a majority written instruction of the Outstanding Amount Majority Holders, terminate all the rights and obligations (other than the indemnification obligations set forth in Section 6.02 hereof and the obligation under Section 7.04 to continue performing its functions as Servicer until a Successor Servicer is appointed) of the Recovery Bonds, Servicer under this Agreement by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Bondholders) (a “Termination Notice”) may terminate all and the rights and obligations Trustee shall comply with the provisions of the Intercreditor Agreement. The Servicer shall notify each Rating Agency promptly upon the Servicer, subject to compliance with Section 7.02’s receipt of a Termination Notice. In addition, upon a Servicer Default described in Section 7.01(a)Default, each of the following Issuer and the Trustee shall be entitled to (x) apply to the CPUC a state district court located in Xxxxxx County, Texas, for sequestration and payment to the Trustee of revenues arising with respect to the Recovery System Restoration Property: , (iy) foreclose on or otherwise enforce the holders of any Recovery Bonds Lien on and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by security interests in the Wildfire Financing Law; System Restoration Property and (iiz) apply to the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 PUCT for an order that amounts arising from the System Restoration Charges be transferred to a separate account for the benefit of the Wildfire Financing LawBondholders, of in accordance with the Recovery PropertyPublic Utility Regulatory Act. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Bonds, the Recovery System Restoration Property, the Fixed Recovery related System Restoration Charges or otherwise, shall, upon appointment of a Successor Servicer pursuant to Section 7.04 and pursuant to the provisions of the Intercreditor Agreement, without further action, pass to and be vested in such successor Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery System Restoration Property Records Documentation and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Successor Servicer, the Issuer Trustee and the Indenture Trustee Issuer in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement and the Intercreditor Agreement, including the transfer to the successor Successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery System Restoration Property or the Fixed Recovery related System Restoration Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery System Restoration Property Records Documentation to the successor Successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all All reasonable costs and expenses (including reasonable attorney’s attorneys’ fees and expenses) incurred in connection with transferring the Recovery System Restoration Property Records Documentation to the successor Successor Servicer and amending this Agreement or the Intercreditor Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. All costs and expenses (including attorneys’ fees and expenses) incurred in connection with transferring the System Restoration Property Documentation to the Successor Servicer and amending this Agreement or the Intercreditor Agreement to reflect the succession as Servicer other than pursuant to this Section shall be paid by the party incurring such costs and expenses. Termination of PG&E CenterPoint Houston’s rights as a Servicer shall not terminate PG&ECenterPoint Houston’s rights or obligations in its individual capacity under the Sale Agreement or the Intercreditor Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

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

Servicer Default. If any one or more Any of the following events will constitute a default of the Servicer (each, a “Servicer Default”) shall occur and be continuingas that term is used herein: (a) any the failure by of the Servicer to remit 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 Collection Account on behalf Servicer, the Lessor or any Lessee, and such default continues for more than thirty (30) consecutive days after the earlier of the Issuer date written notice is delivered by the Lessor or the Spanish Security Trustee to the Servicer or the date an Authorized Officer of the Servicer obtains actual knowledge thereof; (b) an Event of Bankruptcy occurs with respect to the Servicer; (c) the failure of the Servicer to make any payment when due from it hereunder or under any of the other Spanish Related Documents or to deposit any Spanish Collections received by it into the Spanish Transaction Account when required remittance that shall continue unremedied under the Spanish Related Documents and, in each case, such failure continues for a period of five (5) consecutive Business Days after written notice the earlier of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) any failure on the part of the Servicer or, so long as the Servicer is PG&E or an Affiliate thereof, any failure on the part of PG&E, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or PG&E, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) days after the date on which (A) written notice of such failure, requiring is delivered by the same to be remedied, shall have been given Lessor or the Spanish Security Trustee to the Servicer or PG&E(b) the date an Authorized Officer of the Servicer obtains actual knowledge thereof, as the case may be, by the Issuer (with a copy except to the Indenture Trustee) or 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 Servicer or PG&E, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business DaysLessor; or (d) if (I) any representation or warranty made by the Servicer relating to the Spanish Collateral in this Agreement any Spanish Related Document is inaccurate or incorrect or is breached or is false or misleading as of the date of the making thereof or any Basic schedule, certificate, financial statement, report, notice, or other writing relating to the Spanish Collateral furnished by or on behalf of the Servicer to the Lessor or the Spanish Security Trustee pursuant to any Spanish Related Document shall prove to have been incorrect in a material respect when madeis false or misleading on the date as of which the facts therein set forth are stated or certified, which (II) such inaccuracy, breach or falsehood has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (e) an Insolvency Event occurs Lease Material Adverse Effect with respect to the Servicer or PG&E; thenLessor, and (III) the circumstance or condition in each and every caserespect of which such representation, so long warranty or writing was inaccurate, incorrect, breached, false or misleading, as the Servicer Default case may be, shall not have been remedied, either eliminated or otherwise cured for at least thirty (30) consecutive days after the Indenture Trustee, earlier of (x) the date of the receipt of written notice thereof from the Lessor or the Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Recovery Bonds, by notice then given in writing Spanish Security Trustee to the Servicer and (and to the Indenture Trustee if given by the Bondholders) (a “Termination Notice”) may terminate all the rights and obligations of the Servicer, subject to compliance with Section 7.02. In addition, upon a Servicer Default described in Section 7.01(a), each of the following shall be entitled to apply to the CPUC for sequestration and payment of revenues arising with respect to the Recovery Property: (iy) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Wildfire Financing Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Wildfire Financing Law, of the Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power date an Authorized Officer of the Servicer under this Agreement, whether with respect to the Recovery Bonds, the Recovery Property, the Fixed Recovery Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes obtains actual knowledge of such Termination Notice, whether to complete the transfer of the Recovery Property Records and related documents, circumstance or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Property or the Fixed Recovery Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Property Records to the successor Servicercondition. In case a successor Servicer is appointed as a result the event of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred the Lessor or the Spanish Security Trustee, in connection with transferring the Recovery Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer each case acting pursuant to this Section 7.01 Sub-Clause 9.23(d) (Servicer Default) of the Spanish Facility Agreement, shall have the right to replace the Servicer as servicer. For the avoidance of doubt, with respect to any Servicer Default, if the event or condition giving rise (directly or indirectly) to such Servicer Default ceases to be paid by the predecessor continuing (through cure, waiver or otherwise), then such Servicer upon presentation of reasonable documentation of such costs Default will cease to exist and expenses. Termination of PG&E as Servicer shall not terminate PG&E’s rights or obligations will be deemed to have been cured for every purpose under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder)Spanish Related Documents.

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

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

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to remit deliver or cause to be delivered to the Collection Account on behalf Relevant Trustee for deposit in any of the Issuer Accounts any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) any failure on the part of the Servicer or, so long as the Servicer is PG&E or an Affiliate thereof, any failure on the part of PG&E, as the case may be, duly to observe payment or to perform in direct the Relevant Trustee to make any material respect any covenants or agreements of the Servicer or PG&E, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or PG&E, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or PG&E, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth thereinrequired distributions therefrom, which failure continues unremedied for a period of five ten Business Days after (5i) Business Days; or (d) any representation or warranty made receipt by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) of such failure given by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or PG&E; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, or the Holders of Recovery Bonds Notes evidencing not less than a majority of the Outstanding Amount or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Recovery Bonds, Certificate Balance or (ii) discovery of such failure by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Bondholders) (a “Termination Notice”) may terminate all the rights and obligations an Authorized Officer of the Servicer, subject to compliance with Section 7.02. In addition, upon a Servicer Default described in Section 7.01(a), each of the following shall be entitled to apply to the CPUC for sequestration and payment of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Wildfire Financing Law; (iib) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Wildfire Financing Law, of the Recovery Property. On or after the receipt any failure by the Servicer of a Termination Notice, all authority and power to duly observe or perform in any material respect any other covenants or agreements of the Servicer under set forth in this AgreementAgreement (including its obligation to purchase Receivables pursuant to Section 4.06), whether with respect to which failure shall materially and adversely affect the Recovery Bonds, the Recovery Property, the Fixed Recovery Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Property Certificateholders or the Fixed Recovery Charges. As soon as practicable Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer of written notice of such Termination Noticefailure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Amount or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Servicer shall deliver the Recovery Property Records to the successor Servicer. In case Certificate Balance; provided, however, that a successor Servicer is appointed as failure under this clause (b) that continues unremedied for a result period of 150 days or less will not constitute a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Recovery Property Records to the successor Servicer and amending this Agreement to reflect Default if such succession as Servicer pursuant to this Section 7.01 shall be paid failure was caused by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of PG&E as Servicer shall not terminate PG&E’s rights force majeure or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).other similar occurrence; or

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to remit to the Collection Account for any Series on behalf of the Issuer any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) any failure on the part of the Servicer or, so long as the Servicer is PG&E or an Affiliate thereofBGE, any failure on the part of PG&EBGE, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or PG&EBGE, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or PG&EBGE, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or PG&EBGE, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Daysdays; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or PG&EBGE; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture TrusteeTrustee may, or shall upon the instruction of Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Recovery BondsRate Stabilization Bonds of all Series, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the BondholdersHolders) (a “Termination Notice”) may ), terminate all the rights and obligations (other than the obligations set forth in Section 8.01 and the obligation under Section 7.02 to continue performing its functions as Servicer until a Successor Servicer is appointed) of the Servicer, subject to compliance with Section 7.02Servicer under this Agreement. In addition, upon a Servicer Default described in Section 7.01(a), each the Holders and the Indenture Trustee as financing parties under the Rate Stabilization Law (or any of the following their representatives) shall be entitled to (i) apply to the CPUC Circuit Court of Baltimore City for sequestration and payment of revenues arising with respect to the Recovery Rate Stabilization Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Wildfire Financing Law; , (ii) foreclose on or otherwise enforce the Issuer or its assignees; or lien and security interests in any Rate Stabilization Property and (iii) pledgees or transferees, including transferees under Section 850.4 apply to the PSC for an order that amounts arising from the Qualified Rate Stabilization Charges be transferred to a separate account for the benefit of the Wildfire Financing Secured Parties, in accordance with the Rate Stabilization Law, of the Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Rate Stabilization Bonds, the Recovery Rate Stabilization Property, the Fixed Recovery Qualified Rate Stabilization Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Rate Stabilization Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Successor Servicer for administration by it of all Recovery Rate Stabilization Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Rate Stabilization Property or the Fixed Recovery Qualified Rate Stabilization Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Rate Stabilization Property Records to the successor Successor Servicer. In case a successor Successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Recovery Rate Stabilization Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of PG&E BGE as Servicer shall not terminate PG&EBGE’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

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

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

Servicer Default. If any one or more of the following events (each, a “"Servicer Default”") shall occur and be continuing: (ai) any failure by the Servicer (i) to remit deliver to the Indenture Trustee or the Indenture Administrator, as the case may be, for deposit in the Trust Accounts any payment required by the Basic Documents to which the Servicer is a signatory or (ii) in the event that daily deposits into the Collection Account on behalf are not required, to deliver to the Administrator any payment required by the Basic Documents, which failure in case of the Issuer any required remittance that shall continue either clause (i) or (ii) continues unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer Owner Trustee, the Indenture Trustee, the Indenture Administrator or the Indenture Trustee Administrator or five Business Days after discovery of such failure by an officer of the Servicer; or (bii) any failure on the part of by the Servicer or, so long as the Servicer is PG&E or an Affiliate thereof, any failure on the part of PG&E, as the case may be, duly to observe or to perform in any material respect any covenants other term, covenant or agreements agreement of the Servicer or PG&E, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it the Servicer is a partysignatory, which failure shall (i) materially and adversely affect the rights of the Holders Indenture Trustee, on behalf of the Noteholders, or the Noteholders and (ii) continue continues unremedied for a period of sixty (60) 60 days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or PG&E, as the case may be, by the Issuer Indenture Trustee, the Indenture Administrator, the Eligible Lender Trustee or the Administrator or (with a copy B) to the Servicer, and to the Indenture Trustee) , the Indenture Administrator and the Eligible Lender Trustee by the Noteholders representing at least a majority of the Outstanding Amount of the Notes; provided, however, that any breach of Sections 3.1, 3.2, 3.3 or to 3.4 shall not be deemed a Servicer Default so long as the Servicer or PG&E, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicerin compliance with its repurchase and reimbursement obligations under Section 3.5; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (eiii) an Insolvency Event occurs with respect to the Servicer; or (iv) any failure by the Servicer to comply with any requirements under the Higher Education Act resulting in a loss of its eligibility as a third-party servicer; or (v) any failure by the Servicer, any Subservicer or PG&E; any Subcontractor to deliver any information, report, certification or accountants' letter when and as required under Article VII (including, without limitation, any failure by the Servicer to identify any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB), which continues unremedied for fifteen (15) calendar days after the date on which such information, report, certification or accountants' letter was required to be delivered, then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture TrusteeTrustee or the Indenture Administrator, or the Holders Noteholders of Recovery Bonds Notes evidencing not less than at least a majority of the Outstanding Amount of the Recovery BondsNotes, by notice then given in writing to the Servicer (and to the Indenture Trustee, the Indenture Administrator and the Owner Trustee if given by the Bondholders) (a “Termination Notice”Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 3.5 and Section 4.2) of the Servicer under this Agreement. As of the effective date of termination of the Servicer, subject to compliance with Section 7.02. In addition, upon a Servicer Default described in Section 7.01(a), each of the following shall be entitled to apply to the CPUC for sequestration and payment of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Wildfire Financing Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Wildfire Financing Law, of the Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Bonds, Notes or the Recovery Property, the Fixed Recovery Charges Trust Student Loans or otherwise, shall, without further action, pass to and be vested in the Indenture Administrator or such successor Servicer servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Property Records and related documents, or otherwise5.2. The predecessor Servicer shall cooperate with the successor Servicerservicer, the Issuer Indenture Administrator and the Indenture Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittancedeposit, or shall thereafter be received by it with respect to the Recovery Property or the Fixed Recovery Chargesa Trust Student Loan. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all All reasonable costs and expenses, including, without limitation, any costs or expenses (including reasonable attorney’s associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the servicing data or otherwise to enable the successor servicer to service the Trust Student Loans properly and effectively, costs reasonably allocable to specific employees and overhead, legal fees and expenses) , accounting and financial consulting fees and expenses, costs or expenses associated with the transfer of all servicing files and costs of amending the Agreement, if necessary, incurred in connection with transferring the Recovery Property Records Trust Student Loan Files to the successor Servicer servicer and amending this Agreement and any other Basic Documents to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer (other than the Indenture Administrator acting as the Servicer under this Section 5.1) upon presentation of reasonable documentation of such costs and expenses. Termination If the predecessor Servicer (other than the Indenture Administrator) does not pay such reimbursement within thirty (30) days of PG&E as its receipt of an invoice therefor, such reimbursement shall be an expense of the Issuer and the successor servicer shall be entitled to receive such reimbursement from amounts on deposit in the Collection Account. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall not terminate PG&E’s rights or obligations under give notice thereof to the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder)Rating Agencies.

Servicer Default. If any A "Servicer Default" ----------------- shall mean the occurrence and continuance of one or more of the following events (each, a “Servicer Default”) shall occur and be continuingor conditions: (a) any failure by the Servicer shall fail to remit or fail to cause to be remitted to the Collection Account Administrative Agent or any Owner on behalf of any day any Collections (other than deemed Collections described in Section 2.08(c) hereof) or Discount required to be remitted to the Issuer any required remittance that Administrative Agent or such Owner on such day and, with 44 respect to failure to pay Discount, such failure shall continue unremedied for a period of two (2) Business Days after the date when such Discount became due; or (b) the Servicer shall fail to deposit, or pay or fail to cause to be deposited or paid when due any other amount due hereunder (including, without limitation, deemed Collections described in Section 2.08(c) hereof), and such failure shall continue for five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) any failure on the part of the Servicer or, so long as the Servicer is PG&E or an Affiliate thereof, any failure on the part of PG&E, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or PG&E, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) days after the date on which (A) written notice of when such failure, requiring the same to be remedied, shall have been given to the Servicer or PG&E, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or PG&E, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Serviceramount came due; or (c) any failure representation, warranty, certification or statement made by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement or in any agreement, certificate, report, appendix, schedule or document furnished by the Servicer to any Owner or the Administrative Agent pursuant to or in connection with this Agreement shall prove to have been false or misleading in any respect material to this Agreement or the transactions contemplated hereby as of the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Daysmade; or (d) any representation or warranty made by the Servicer (if not an Owner or the Administrative Agent) shall fail in this Agreement the performance or observance of any Basic Document other covenant, agreement or duty applicable to it contained herein (other than under Section 4.08 hereof) and such failure shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied continue for a period of sixty (60) twenty days after either (i) any Responsible Officer of the date on which Servicer becomes aware thereof or (Aii) written notice thereof, requiring the same to be remedied, shall have been delivered thereof to the Servicer (with a copy to the Indenture Trustee) by the Issuer Administrative Agent or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicerany Owner; or (e) there shall be pending any litigation, arbitration, investigation or proceeding, or any material adverse development in any such litigation shall have occurred, which is likely to materially adversely impair the ability of the Servicer to collect Receivables or perform its obligations under this Agreement; or (f) there shall have occurred any event which materially adversely affects the ability of the Servicer to collect Receivables or the ability of the Servicer to perform hereunder; or (g) an Insolvency Event occurs of Bankruptcy shall occur with respect to Servicer; or (h) Servicer shall fail to pay any Debt in excess of $25,000,000 of the Servicer or PG&E; thenany interest or premium on such Debt, and in each and every either case, so long as when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the Servicer Default applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other default under any agreement or instrument relating to any such Debt or any other event, shall not have been remediedoccur and shall continue after the applicable grace period, either if any, specified in such agreement or instrument if the Indenture Trusteeeffect of such default or event is to accelerate, or to permit the Holders acceleration of, the maturity of Recovery Bonds evidencing not less such Debt; or any such Debt shall be declared to be due and payable or required to be prepaid (other than by a majority of the Outstanding Amount of the Recovery Bonds, by notice then given in writing scheduled or required prepayment unrelated to the Servicer (and occurrence of a default under the agreement or instrument relating to such Debt) prior to the Indenture Trustee if given by the Bondholders) (a “Termination Notice”) may terminate all the rights and obligations of the Servicer, subject to compliance with Section 7.02. In addition, upon a Servicer Default described in Section 7.01(a), each of the following shall be entitled to apply to the CPUC for sequestration and payment of revenues arising with respect to the Recovery Property: stated maturity thereof; or (i) Servicer shall default or fail in the holders performance or observance of any Recovery Bonds covenant, agreement or duty set forth in Section 4.08 hereof and any Indenture Trustee such default or representative failure shall continue for two Business Days after notice thereof as beneficiaries of any statutory or other Lien permitted to such Permitted Lockbox Bank and within such period another Permitted Lockbox with another Permitted Lockbox Bank is not established by the Wildfire Financing Law; (ii) the Issuer Seller or its assignees; or (iii) pledgees or transfereesServicer, including transferees under Section 850.4 of the Wildfire Financing Law, of the Recovery Property. On or after the receipt if so requested by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Bonds, the Recovery Property, the Fixed Recovery Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Property or the Fixed Recovery Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Recovery Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of PG&E as Servicer shall not terminate PG&E’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder)Administrative Agent.

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

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

Servicer Default. If any one or more of the following events (each, a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to remit to the Indenture Trustee for deposit into the Series 2003-1 Collection Account on behalf of the Issuer any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the ServicerTrustee; or (b) any failure on the part of the Servicer or, so long as the Servicer is PG&E or an Affiliate thereof, any failure on the part of PG&E, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or PG&E, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a partyparty in such capacity, which failure shall (i) materially and adversely affect the rights of the Holders Series 2003-1 Bondholders and (ii) continue unremedied for a period of sixty (60) 60 days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or PG&E, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or PG&E, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders Series 2003-1 Bondholders and which material adverse effect continues unremedied for a period of sixty (60) 60 days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or PG&EServicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture TrusteeTrustee may, or shall upon the Holders written instruction of Recovery Bonds the PUCT (acting on behalf of the Customers) or of the Series 2003-1 Bondholders evidencing not less than a majority of the Outstanding Amount of the Recovery Bonds, Series 2003-1 Bonds by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Series 2003-1 Bondholders) (a “"Termination Notice”") may terminate all the rights and obligations (other than the obligations set forth in Section 6.02 and the obligation under Section 7.02 to continue performing its functions as Servicer until a successor Servicer is appointed) of the ServicerServicer under this Agreement, subject to compliance with Section 7.02the terms of any intercreditor agreement to which the Issuer and the Servicer are parties. In addition, upon a Servicer Default described in Section 7.01(a), each the Series 2003-1 Bondholders and the Indenture Trustee as financing parties under the Securitization Law (or any of the following their representatives) shall be entitled to to, at the expense of the Issuer (i) apply to the CPUC district court of Travis County, Texas for sequestration and sequestraxxxx xnd payment of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Wildfire Financing Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Wildfire Financing Law, of the Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Bonds, the Recovery Property, the Fixed Recovery Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Property or the Fixed Recovery Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Recovery Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of PG&E as Servicer shall not terminate PG&E’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).the

Servicer Default. If any (a) In case one or more of the following events (each, each a “"Servicer Default”") by the Servicer shall occur and 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 Collection Account on behalf Trustee for the benefit of any Holders, any payment required to be made under the terms of this Agreement (other than a Nonrecoverable Advance) which continues unremedied after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to a Servicing Officer of the Issuer Servicer by the Certificate Insurer, the Trustee or to a Servicing Officer of the Servicer and the Trustee by any required remittance that shall continue Holder; or (ii) the failure by the Servicer duly to observe or perform, in any material respect, any other covenants, obligations or agreements of the Servicer as set forth in this Agreement, which failure continues unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) any failure on the part of the Servicer or, so long as the Servicer is PG&E or an Affiliate thereof, any failure on the part of PG&E, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or PG&E, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) 30 days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or PG&E, as the case may be, by the Issuer (with a copy to Certificate Insurer or the Indenture Trustee) Trustee or to the Servicer and the Trustee by any Holder or PG&E, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the ServicerCertificate Insurer; or (ciii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any failure by insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement and such decree or order shall have remained in the time and manner set forth thereinforce, which failure continues unremedied undischarged or unstayed for a period of five (5) Business Days60 days; or (div) any representation or warranty made by the Servicer shall consent to the appointment of a conservator or receiver or liquidator in this Agreement any insolvency, readjustment of debt, marshaling of assets and liabilities or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period similar proceedings of sixty (60) days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered or relating to the Servicer (with a copy or of or relating to the Indenture Trustee) by the Issuer all or the Indenture Trustee or (B) such failure is discovered by an officer 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 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) if (a) on the sixth Payment Date or on any Payment Date thereafter prior to the twelfth Payment Date, the Loss Coverage Ratio is greater than or equal to 25%, (b) on the twelfth Payment Date or on any Payment Date thereafter prior to the eighteenth Payment Date, the Loss Coverage Ratio is greater than or equal to 40%, (c) on the eighteenth Payment Date or on any Payment Date thereafter prior to the twenty-fourth Payment Date, the Loss Coverage Ratio is greater than or equal to 55%, (d) on the twenty-fourth Payment Date or on any Payment Date thereafter prior to the thirty-sixth Payment Date, the Loss Coverage Ratio is greater than or equal to 70%, or (e) an Insolvency Event occurs with respect on the thirty-sixth Payment Date or on any Payment Date thereafter, the Loss Coverage Ratio is greater than or equal to the Servicer or PG&E; 80%. (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 Indenture 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 Holders duties of Recovery Bonds evidencing not less than a majority successor Servicer; and (y) in the case of clauses (i)(A), (i)(B), (i)(D), (ii), (iii), (iv), (v), (vi) and (vii) above, the Majority in Aggregate Voting Interest, subject to the prior written consent of the Outstanding Amount of Certificate Insurer, which consent may not be unreasonably withheld, or the Recovery BondsCertificate Insurer, by notice then given in writing to the Servicer (and a Responsible Officer of the Trustee may, in addition to the Indenture Trustee if given by the Bondholders) (a “Termination Notice”) 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 of the Servicer, subject to compliance with Section 7.02. In addition, upon a Servicer Default described under this Agreement and in Section 7.01(a), each of the following shall be entitled to apply and to the CPUC for sequestration Mortgage Loans and payment of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof proceeds thereof, as beneficiaries of any statutory or other Lien permitted by the Wildfire Financing Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Wildfire Financing Law, of the Recovery Propertyservicer. 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 Recovery Bonds, the Recovery Property, the Fixed Recovery Charges Mortgage Loans or otherwise, shall, without further actionsubject to Section 10.02, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture 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 Recovery Property Records Mortgage Loans and related documents, or otherwisedocuments to the extent required by this Agreement. The predecessor Servicer shall agrees to cooperate with the successor Servicer, the Issuer and the Indenture Trustee 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 Recovery Property Records and 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 Recovery 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 Fixed Recovery 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 Recovery Property Records 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, the Trustee shall be relieved of its obligation to assume the servicing or to appoint a successor, which shall be the exclusive obligation of the Certificate Insurer. In case a successor Servicer is appointed as a result The Trustee shall promptly notify each Rating Agency, the Certificate Insurer, the Trustee and each Certificateholder, of the occurrence of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Recovery Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of PG&E as Servicer shall not terminate PG&E’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

Servicer Default. If any one or more of the following events (each, a “"Servicer Default”") shall occur occurs and be is continuing: (a) any failure by the Servicer to remit to the Collection Account Trustee, on behalf of the Issuer Issuer, any required remittance by the date that shall continue such remittance must be made that continues unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the ServicerDays; or (b) any failure on the part of by the Servicer or, so long as the Servicer is PG&E or an Affiliate thereof, any failure on the part of PG&E, as the case may be, duly to observe or to perform in any material respect any covenants other covenant or agreements agreement of the Servicer or PG&E, as the case may be, set forth in this Agreement (other than as provided in clause Section 6.01(a) or (a) of this Section 7.01c)) or any other Basic Document to which it is a partyparty in such capacity, which failure shall failure (i) materially and adversely affect affects the Transition Property or the timely collection of the Transition Charges or the rights of the Holders and Trustee or the Transition Bondholders, and (ii) continue continues unremedied for a period of sixty (60) 60 days after the date on which earlier to occur of (A) the Trustee, the PUCT or the Issuer delivers written notice of such failure, requiring the same to be remedied, shall have been given failure to the Servicer or PG&E, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or PG&E, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; orServicer discovers such failure; (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) 7 of Annex 1 to this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; orbusiness days; (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove proves to have been incorrect in a material respect when made, which has a material adverse effect on the Holders Transition Property or the 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 sixty (60) 60 days after the date on which (A) written notice thereof, requiring the same to be remedied, thereof shall have been delivered given to the Servicer (with a copy to the Indenture Trustee) by the Issuer Issuer, the PUCT or the Indenture Trustee or (B) after discovery of such failure is discovered by an officer of the Servicer, as the case may be; or (e) an Insolvency Event occurs with respect to the Servicer or PG&EServicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either and in no other circumstances, the Indenture TrusteeTrustee may, or shall upon the Holders of Recovery Bonds evidencing not less than a majority written instruction of the Outstanding Amount Majority Holders, 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 Recovery Bonds, Servicer under this Agreement by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Bondholders) (a “"Termination Notice”") may terminate all and the rights and obligations Trustee shall comply with the provisions of Section 5 of the Intercreditor Agreement. The Servicer shall notify each Rating Agency promptly upon the Servicer, subject to compliance with Section 7.02's receipt of a Termination Notice. In addition, upon a Servicer Default described in Section 7.01(a)Default, each of the following Issuer and the Trustee shall be entitled to (x) apply to the CPUC a state district court located in Xxxxxx County, Texas, for sequestration and payment to the Trustee of revenues arising with respect to the Recovery Transition Property: , (iy) foreclose on or otherwise enforce the holders of any Recovery Bonds Lien on and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by security interests in the Wildfire Financing Law; Transition Property and (iiz) apply to the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 PUCT for an order that amounts arising from the Transition Charges be transferred to a separate account for the benefit of the Wildfire Financing LawTransition Bondholders, of in accordance with the Recovery PropertyTexas 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 Recovery Bonds, the Recovery Transition Property, the Fixed Recovery related Transition Charges or otherwise, shall, upon appointment of a successor Servicer pursuant to Section 6.04 and pursuant to the provisions of the Intercreditor Agreement, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Transition Property Records Documentation and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer Trustee and the Indenture Trustee Issuer in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement and the Intercreditor Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Transition Property or the Fixed Recovery related Transition Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Transition Property Records Documentation to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all All reasonable costs and expenses (including reasonable attorney’s attorneys' fees and expenses) incurred in connection with transferring the Recovery Transition Property Records Documentation to the successor Servicer and amending this Agreement or the Intercreditor Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. All costs and expenses (including attorneys' fees and expenses) incurred in connection with transferring the Transition Property Documentation to the successor Servicer and amending this Agreement or the Intercreditor Agreement to reflect the succession as Servicer other than pursuant to this Section shall be paid by the party incurring such costs and expenses. Termination of PG&E CenterPoint Houston's rights as a Servicer shall not terminate PG&E’s CenterPoint Houston's rights or obligations in its individual capacity under the Sale Agreement or the Intercreditor Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

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

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

Servicer Default. If any one or more of the following events (each, a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to remit to the Indenture Trustee for deposit into the Series 2004-1 Collection Account on behalf of the Issuer any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the ServicerTrustee; or (b) any failure on the part of the Servicer or, so long as the Servicer is PG&E or an Affiliate thereof, any failure on the part of PG&E, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or PG&E, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a partyparty in such capacity, which failure shall (i) materially and adversely affect the rights of the Holders Series 2004-1 Bondholders and (ii) continue unremedied for a period of sixty (60) 60 days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or PG&E, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or PG&E, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders Series 2004-1 Bondholders and which material adverse effect continues unremedied for a period of sixty (60) 60 days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or PG&EServicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture TrusteeTrustee may, or shall upon the Holders written instruction of Recovery Bonds the PUCT (acting on behalf of the Customers) or of the Series 2004-1 Bondholders evidencing not less than a majority of the Outstanding Amount of the Recovery Bonds, Series 2004-1 Bonds by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Series 2004-1 Bondholders) (a “"Termination Notice”") may terminate all the rights and obligations (other than the obligations set forth in Section 6.02 and the obligation under Section 7.02 to continue performing its functions as Servicer until a successor Servicer is appointed) of the ServicerServicer under this Agreement, subject to compliance with Section 7.02the terms of any intercreditor agreement to which the Issuer and the Servicer are parties. In addition, upon a Servicer Default described in Section 7.01(a), each the Series 2004-1 Bondholders and the Indenture Trustee as financing parties under the Securitization Law (or any of the following their representatives) shall be entitled to to, at the expense of the Issuer (i) apply to the CPUC district court of Travis County, Texas for sequestration and sequestraxxxx xnd payment of revenues arising with respect to the Recovery Series 2004-1 Transition Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Wildfire Financing Law; , (ii) foreclose on or otherwise enforce the Issuer or its assignees; or lien and security interests in any Series 2004-1 Transition Property and (iii) pledgees or transferees, including transferees under Section 850.4 apply to the PUCT for an order that amounts arising from the Series 2004-1 Transition Charges be transferred to a separate account for the benefit of the Wildfire Financing Series 2004-1 Holders, in accordance with the Securitization Law, of the Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Series 2004-1 Bonds, the Recovery Series 2004-1 Transition Property, the Fixed Recovery Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorneySeries 2004-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Property or the Fixed Recovery Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Recovery Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of PG&E as Servicer shall not terminate PG&E’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).1 Transition

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

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

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to remit deliver or cause to be delivered to the Collection Account on behalf Relevant Trustee for deposit in any of the Issuer Accounts any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) any failure on the part of the Servicer or, so long as the Servicer is PG&E or an Affiliate thereof, any failure on the part of PG&E, as the case may be, duly to observe payment or to perform in direct the Relevant Trustee to make any material respect any covenants or agreements of the Servicer or PG&E, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or PG&E, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or PG&E, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth thereinrequired distributions therefrom, which failure continues unremedied for a period of five ten Business Days after (5i) Business Days; or (d) any representation or warranty made receipt by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) of such failure given by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or PG&E; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, or the Holders of Recovery Bonds Notes evidencing not less than a majority of the Outstanding Amount or, if no Notes are Outstanding, Holders of Certificates evidencing not less than a majority of the Recovery Bonds, Certificate Balance or (ii) discovery of such failure by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Bondholders) (a “Termination Notice”) may terminate all the rights and obligations an Authorized Officer of the Servicer, subject to compliance with Section 7.02. In addition, upon a Servicer Default described in Section 7.01(a), each of the following shall be entitled to apply to the CPUC for sequestration and payment of revenues arising with respect to the Recovery Property: ; (ib) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Wildfire Financing Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Wildfire Financing Law, of the Recovery Property. On or after the receipt failure by the Servicer of a Termination Notice, all authority and power to duly observe or perform in any material respect any other covenants or agreements of the Servicer under set forth in this AgreementAgreement (including its obligation to purchase Receivables pursuant to Section 4.06), whether with respect to which failure shall materially and adversely affect the Recovery Bonds, the Recovery Property, the Fixed Recovery Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Property Certificateholders or the Fixed Recovery Charges. As soon as practicable Noteholders and shall continue unremedied for a period of 90 days after receipt by the Servicer of written notice of such Termination Noticefailure given by the Indenture Trustee or Holders of Notes evidencing not less than a majority of the Outstanding Amount 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 (b) that continues unremedied for a period of 150 days or less will not constitute a Servicer shall deliver Default if such failure was caused by force majeure or other similar occurrence; or (c) the Recovery Property Records occurrence of an Insolvency Event with respect to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Recovery Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of PG&E as Servicer shall not terminate PG&E’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).;

Servicer Default. If any one or more For purposes of this Agreement, each of the following events (each, shall constitute a “"Servicer Default”) shall occur and be continuing": (a) any failure by the Servicer to remit deliver to the Trustee or the Note Insurer the Monthly Servicer Report for the related Collection Account on behalf Period, or any failure by the Servicer to make any payment, transfer or deposit, or deliver to the Trustee any proceeds or payment required to be so delivered under the terms of the Issuer Notes, this Agreement or any required remittance of the other Transaction Documents to which it is a party, or to make any payment of the Note Insurer Obligations on the day when due, in each case that shall continue continues unremedied for a period of five one Business Day after the earlier to occur of (5x) Business Days after written notice of such failure is received actual discovery by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer a Responsible Officer of the Servicer, or (y) the date on which written notice requiring the same to be remedied has been given to the Servicer by the Trustee or the Controlling Party; or (b) any failure on the part of the Servicer or, so long as the Servicer is PG&E or an Affiliate thereof, any failure on the part of PG&E, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or PG&E, as the case may be, set forth in the Notes, this Agreement (other than as provided in clause (a) of this Section 7.01) Agreement, the Insurance Agreement, or any of the other Basic Document Transaction Documents to which it the Servicer is a party, which failure shall (i) materially and adversely affect would have a material adverse effect on the rights or interests of the Holders Note Insurer, the Noteholders, the Trustee or the Trust Estate and (ii) continue continues unremedied for a period of sixty (60) 30 days after the earlier to occur of (x) actual discovery by a Responsible Officer of the Servicer or -66- 74 (y) the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or PG&E, as the case may be, by the Issuer (with Controlling Party or the Trustee; or the Servicer delegates its duties under the Notes, this Agreement, the Insurance Agreement or any of the other Transaction Documents to which it is a copy party, except as specifically permitted pursuant to the Indenture Trustee) or Section 9.07, and such delegation continues unremedied for a period of 15 days after written notice, requiring such delegation to be remedied, shall have been given to the Servicer or PG&E, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the ServicerControlling Party; or (c) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee in bankruptcy, conservator, receiver or liquidator for the Servicer in any failure bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation of their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of 30 consecutive days; or (d) the consent by the Servicer duly to perform the appointment of a trustee in bankruptcy, conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Servicer or substantially all of its obligations under Section 4.01(bproperty, or 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 (e) any representation, warranty or certification made by Midland Credit Management, Inc. in this Agreement, the Insurance Agreement or in any other Transaction Document to which it is a party, or in any certificate delivered pursuant to this Agreement, the Insurance Agreement or in any other Transaction Document to which it is a party, proves to have been incorrect when made, which (i) would have a material adverse effect on the rights of this Agreement the Noteholders, the Note Insurer or the Trust Estate, respectively (without regard to any amount deposited in the time Reserve Account), and manner set forth therein(ii) if capable of remedy, which failure continues unremedied for a period of five 30 days after the earlier to occur of (5x) Business Days; or (d) any representation or warranty made actual discovery by a Responsible Officer of the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60y) days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered given to the Servicer (with a copy to the Indenture Trustee) by the Issuer Controlling Party or the Indenture Trustee or (B) such failure is discovered by an officer of the ServicerTrustee; or (ef) an Insolvency Event occurs with respect for the period of time during which Midland acts as Servicer, Midland's consolidated Stockholder's Equity as required to be shown on its consolidated financial statements is less than the sum of (i) $23,000,000 plus (ii) 50% of the net earnings of Midland for the period commencing on October 1, 1999 and ending at the end of Midland's then most recent fiscal quarter (treated for this purpose as a single accounting period), provided that, if net earnings of Midland for any period shall be less than zero, the amount calculated pursuant to clause (ii) above for such period shall be zero; or (g) the failure by the Servicer or PG&Eto make any required payment in excess of $100,000 on any obligation of Servicer, other than Servicer's obligations to make payment on account of trade accounts payable which are in dispute in the normal course of business, within two (2) Business Days after Servicer has received written notice from any such creditor of Servicer's failure to make such payment; thenor (h) commencing with the March 2000 Collection Period, and at the end of every three Collection Periods thereafter, the cumulative amount of Net Proceeds in each and every caserespect of all Receivables from November 1, so long as 1999 to such date is less than the Servicer Default amount specified in Exhibit I (any such deficiency a "Cumulative Collections Deficiency"); provided, however, that a Cumulative Collections Deficiency shall not have been remedied, either the Indenture Trustee, or the Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Recovery Bonds, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Bondholders) (a “Termination Notice”) may terminate all the rights and obligations of the Servicer, subject to compliance with Section 7.02. In addition, upon be a Servicer Default described in Section 7.01(a), each of the following shall be entitled to apply to the CPUC for sequestration and payment of revenues arising with respect to the Recovery Property: if (i) the holders amount of any Recovery Bonds such Cumulative Collections Deficiency does not exceed $3,000,000 and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Wildfire Financing Law; (ii) the Issuer or its assignees; or deposits an amount equal to the Cumulative Collections Deficiency (iiithe "Cumulative Collections Deficiency Amount") pledgees or transferees, including transferees under Section 850.4 to the Reserve Account within ten calendar days of the Wildfire Financing Law, end of the Recovery Property. On Collection Period during which the Cumulative Collections Deficiency occurred; or (i) beginning on April 1, 2000 and on the first date of each month thereafter, for the preceding three calendar months (including any portion of January 2000 following the Closing Date), the average initial payment plan for the Receivables is less than 50% of the average Charged-Off Balance related to such Receivables; or (j) Servicer suffers the loss, suspension or other material impairment of any required license or permit in any State of the United States (or the District of Columbia) where Obligors are located which, in the aggregate for such State (or the District of Columbia), accounts for more than $50,000,000 in the initial Charge-Off Balances of Receivables, unless such loss, suspension or impairment is cured within 60 days after the receipt by the Servicer of a Termination Notice, all authority and power any Responsible Officer of the Servicer under has actual knowledge of such loss, suspension or material impairment; or (k) Servicer sells, transfers, pledges or otherwise disposes of any of its stock in Issuer, whether voluntarily or by operation of law, foreclosure or other enforcement by a Person of its remedies against the Servicer, except pursuant to a merger, consolidation or a sale of all or substantially all the assets of Servicer in a transaction not prohibited by this Agreement; provided, whether however, that the Servicer may pledge its stock in the Issuer to a secured lender (x) in connection with respect a pledge of all or substantially all of the assets of the Servicer to secure indebtedness owed to such lender for borrowed money, or (y) with the Recovery Bondsprior written consent of the Note Insurer; or (l) the existence in any audit of Servicer required to be provided hereunder of a material exception which may have a material adverse effect on the Noteholders or the Note Insurer, as determined by the Note Insurer in the reasonable exercise of its judgment; or (m) the Servicer fails to have, at any time during the periods set forth below, Liquidity in at least the amounts set forth below: Period* Required Liquidity ------- ------------------ Closing Date - March 31, 2000 $5,000,000 April 1 - April 30, 2000 $4,250,000 May 1 - May 31, 2000 $3,500,000 June 1 - June 30, 2000 $3,000,000 July 1 - July 31, 2000 $2,500,000 August 1 - August 31, 2000 $1,750,000 September 1 - September 30, 2000 $1,250,000 October 1 - November 29, 2000 $1,000,000 November 30 - December 30, 2000 $2,000,000 December 31, 2000 - January 30,2001 $3,250,000 January 31 - February 27, 2001 $4,250,000 February 28, 2001 and thereafter $5,000,000 * all dates inclusive (n) the existence and continuation of a "Servicer Default" or an "Event of Default" (which has not been waived) as defined in and pursuant to any securitization transaction to which the Servicer and Note Insurer are parties. Notwithstanding the foregoing, the Recovery Propertycure periods referred to in each of clauses (a), the Fixed Recovery Charges (g) and (j) above may be extended for an additional period of five Business Days each, or otherwise, shall, without further action, pass such longer period not to and be vested in such successor Servicer exceed 30 Business Days as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer acceptable to the successor Servicer for administration Controlling Party, if such delay or failure was caused by it an act of all Recovery Property Records and all cash amounts that shall at God or other similar occurrence. Upon the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Property or the Fixed Recovery Charges. As soon as practicable after receipt by the Servicer occurrence of any such Termination Notice, event the Servicer shall deliver not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the Recovery Property Records terms of this Agreement and the Servicer shall provide the Trustee, the Note Insurer, the Rating Agency, the Placement Agent and the Noteholders prompt notice of such failure or delay by it, together with a description of its effort to so perform its obligations. The Servicer shall notify the successor ServicerTrustee and the Note Insurer in writing of any Servicer Default that it discovers within one Business Day of such discovery. In case a successor Servicer is appointed as a result of The Trustee shall have no duty or obligation to determine whether or not a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Recovery Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of PG&E as Servicer shall not terminate PG&E’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder)Default has occurred.

Servicer Default. If any one or more of the following events (each, a “"Servicer Default”") shall occur occurs and be is continuing: (a) any failure by the Servicer to remit to the Collection Account Trustee, on behalf of the Issuer Issuer, any required remittance by the date that shall continue such remittance must be made that continues unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the ServicerDays; or (b) any failure on the part of by the Servicer or, so long as the Servicer is PG&E or an Affiliate thereof, any failure on the part of PG&E, as the case may be, duly to observe or to perform in any material respect any covenants other covenant or agreements agreement of the Servicer or PG&E, as the case may be, set forth in this Agreement (other than as provided in clause Section 6.01(a) or (a) of this Section 7.01c)) or any other Basic Document to which it is a partyparty in such capacity, which failure shall failure (i) materially and adversely affect affects the Transition Property or the timely collection of the Transition Charges or the rights of the Holders and Trustee or the Transition Bondholders, and (ii) continue continues unremedied for a period of sixty (60) 60 days after the date on which earlier to occur of (A) the Trustee, the PUCT or the Issuer delivers written notice of such failure, requiring the same to be remedied, shall have been given failure to the Servicer or PG&E, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or PG&E, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; orServicer discovers such failure; (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) 7 of Annex 1 to this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; orbusiness days; (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove proves to have been incorrect in a material respect when made, which has a material adverse effect on the Holders Transition Property or the 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 sixty (60) 60 days after the date on which (A) written notice thereof, requiring the same to be remedied, thereof shall have been delivered given to the Servicer (with a copy to the Indenture Trustee) by the Issuer Issuer, the PUCT or the Indenture Trustee or (B) after discovery of such failure is discovered by an officer of the Servicer, as the case may be; or (e) an Insolvency Event occurs with respect to the Servicer or PG&EServicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either and in no other circumstances, the Indenture TrusteeTrustee may, or shall upon the Holders of Recovery Bonds evidencing not less than a majority written instruction of the Outstanding Amount Majority Holders, 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 Recovery Bonds, Servicer under this Agreement by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Bondholders) (a “"Termination Notice”") may terminate all and the rights and obligations Trustee shall comply with the provisions of Section 5 of the Intercreditor Agreement. The Servicer shall notify each Rating Agency promptly upon the Servicer, subject to compliance with Section 7.02's receipt of a Termination Notice. In addition, upon a Servicer Default described in Section 7.01(a)Default, each of the following Issuer and the Trustee shall be entitled to (x) apply to the CPUC a state district court located in Travis County, Texas, for sequestration and payment to the Trustee of revenues xxxxxues arising with respect to the Recovery Transition Property: , (iy) foreclose on or otherwise enforce the holders of any Recovery Bonds Lien on and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by security interests in the Wildfire Financing Law; Transition Property and (iiz) apply to the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 PUCT for an order that amounts arising from the Transition Charges be transferred to a separate account for the benefit of the Wildfire Financing LawTransition Bondholders, of in accordance with the Recovery PropertyTexas 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 Recovery Bonds, the Recovery Transition Property, the Fixed Recovery related Transition Charges or otherwise, shall, upon appointment of a successor Servicer pursuant to Section 6.04 and pursuant to the provisions of the Intercreditor Agreement, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Transition Property Records Documentation and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer Trustee and the Indenture Trustee Issuer in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement and the Intercreditor Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Transition Property or the Fixed Recovery related Transition Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Transition Property Records Documentation to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all All reasonable costs and expenses (including reasonable attorney’s attorneys' fees and expenses) incurred in connection with transferring the Recovery Transition Property Records Documentation to the successor Servicer and amending this Agreement or the Intercreditor Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. All costs and expenses (including attorneys' fees and expenses) incurred in connection with transferring the Transition Property Documentation to the successor Servicer and amending this Agreement or the Intercreditor Agreement to reflect the succession as Servicer other than pursuant to this Section shall be paid by the party incurring such costs and expenses. Termination of PG&E CenterPoint Houston's rights as a Servicer shall not terminate PG&E’s CenterPoint Houston's rights or obligations in its individual capacity under the Sale Agreement or the Intercreditor Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: : (a) any a)any failure by the Servicer to remit to the Collection Account on behalf of the Issuer any required remittance (other than an inadvertent failure to remit a de minimus amount of collections) that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or or (b) any b)any failure on the part of the Servicer or, so long as the Servicer is PG&E ENO or an Affiliate thereof, any failure on the part of PG&EENO, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or PG&EENO, as the case may be, set forth in this Agreement (other than as provided in clause clauses (a) or (c) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) 60 days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or PG&EENO, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or PG&EENO, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or or (c) any c)any failure by the Servicer duly to perform its obligations under Section 4.01(b4.01(a) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Daysdays; or or (d) any d)any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Issuer or the Holders and which material adverse effect continues unremedied for a period of sixty (60) 60 days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or or (e) an e)an Insolvency Event occurs with respect to the Servicer or PG&EENO; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture TrusteeTrustee may, or shall upon the instruction of Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Storm Recovery Bonds, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the BondholdersHolders) (a “Termination Notice”) may ), terminate all the rights and obligations (other than the obligations set forth in Section 6.02 and the obligation under Section 7.02 to continue performing its functions as Servicer until a successor Servicer is appointed) of the Servicer, subject to compliance with Section 7.02Servicer under this Agreement. In addition, upon a Servicer Default described in Section 7.01(a), each the Holders and the Indenture Trustee as financing parties under the Storm Recovery Securitization Law (or any of the following their representatives) shall be entitled to (i) apply to the CPUC district court of the domicile of the Council for sequestration and payment of revenues arising with respect to the Storm Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Wildfire Financing Law; , (ii) foreclose on or otherwise enforce the Issuer or its assignees; or lien and security interests in any Storm Recovery Property and (iii) pledgees apply to the Council or transferees, including transferees under Section 850.4 a court of competent jurisdiction and venue for an order that amounts arising from the Storm Recovery Charges be transferred to a separate account for the benefit of the Wildfire Financing Secured Parties, in accordance with the Storm Recovery Securitization Law, of the Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Storm Recovery Bonds, the Storm Recovery Property, the Fixed Storm Recovery Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Storm Recovery Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Storm Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Storm Recovery Property or the Fixed Storm Recovery Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Storm Recovery Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Storm Recovery Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of PG&E ENO as Servicer shall not terminate PG&EENO’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

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

Servicer Default. If any one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: (a) any Any failure by the Servicer to remit deposit or credit, or to deliver for deposit, in the Collection Account on behalf of the Issuer any amount required hereunder to be as deposited, credited or delivered or to make any required remittance distributions therefrom, that shall continue unremedied for a period of five (5) two Business Days after written notice of such failure is received by the Servicer from the Issuer Purchaser, the Custodian, the Backup Servicer, an Agent or the Indenture Trustee Administrative/Collateral Agent or after discovery of such failure by an officer of the Servicer; or; (b) Any failure by the Servicer to deliver to the Purchaser, the Backup Servicer, the Agents or the Administrative/Collateral Agent, a report in accordance with Section 4.09 by the fourth Business Day prior to the Distribution Date with respect to which such report is due, or the Servicer shall have defaulted in the due observance of any provision of Section 7.02 (other than failure to enter into an assumption agreement under Section 7.02, which is a Servicer Default only if such failure continues for ten Business Days); (c) Failure on the part of the Servicer orSeller, so long as or the Servicer is PG&E or an Affiliate thereof, any failure on the part of PG&E, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or PG&E, as the case may be, Seller set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect affects the rights of the Holders Purchaser or the Lenders, and (ii) continue continues unremedied for a period of sixty (60) 30 days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or PG&Ethe Seller (as the case may be) by the Purchaser or the Administrative/Collateral Agent; (d) The occurrence of an Insolvency Event with respect to the Seller or the Servicer; (e) Any representation, warranty or statement of the Servicer, or the Seller made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made (excluding, however, any representation or warranty to which Section 3.01 or 4.06 shall be applicable so long as the Servicer or the Seller shall be in compliance with Section 3.02 or 4.07, as the case may be), by and the Issuer (with a copy to the Indenture Trustee) incorrectness of such representation, warranty or to the Servicer or PG&E, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which statement has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) Purchaser and, within 30 days after the date on which (A) written notice thereof, requiring the same to be remedied, thereof shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (e) an Insolvency Event occurs with respect given to the Servicer or PG&E; thenthe Seller by the Purchaser, and the Custodian, the Backup Servicer, an Agent or the Administrative/Collateral Agent, the circumstance or condition in each and every caserespect of which such representation, so long as the Servicer Default warranty or statement was incorrect shall not have been remedied, either the Indenture Trustee, eliminated or the Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Recovery Bonds, by notice then given in writing to the Servicer otherwise cured; (and to the Indenture Trustee if given by the Bondholders) (a “Termination Notice”) may terminate all the rights and obligations of the Servicer, subject to compliance with Section 7.02. In addition, upon a Servicer Default described in Section 7.01(a), each of the following shall be entitled to apply to the CPUC for sequestration and payment of revenues arising with respect to the Recovery Property: (if) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Wildfire Financing Law; Portfolio Delinquency Ratio exceeds 2.50%; (iig) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Wildfire Financing Law, of the Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Bonds, the Recovery Property, the Fixed Recovery Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Property or the Fixed Recovery Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Recovery Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of PG&E as Servicer shall not terminate PG&E’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).Portfolio Loss Ratio exceeds 10.00%;

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

Servicer Default. If any (a) In case one or more of the following events (each, each a “"Servicer Default”") by the Servicer shall occur and 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 Collection Account on behalf Trustee for the benefit of any Holders, any payment required to be made under the terms of this Agreement (other than a Nonrecoverable Advance) which continues unremedied after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to a Servicing Officer of the Issuer Servicer by the Certificate Insurer, the Trustee or to a Servicing Officer of the Servicer and the Trustee by any required remittance that shall continue Holder; or (ii) the failure by the Servicer duly to observe or perform, in any material respect, any other covenants, obligations or agreements of the Servicer as set forth in this Agreement, which failure continues unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) any failure on the part of the Servicer or, so long as the Servicer is PG&E or an Affiliate thereof, any failure on the part of PG&E, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or PG&E, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) 30 days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or PG&E, as the case may be, by the Issuer (with a copy to Certificate Insurer or the Indenture Trustee) Trustee or to the Servicer and the Trustee by any Holder or PG&Ethe Certificate Insurer; or 143 (iii) 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, as readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the case may bewinding-up or liquidation of its affairs, by shall have been entered against the Indenture Trustee Servicer and such decree or (B) such failure is discovered by an officer order shall have remained in force, undischarged or unstayed for a period of the Servicer60 days; or (civ) any failure by the Servicer duly shall consent to perform its obligations under Section 4.01(b) the appointment of this Agreement 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 time and manner set forth therein, which failure continues unremedied for a period Servicer or of five (5) Business Daysor relating to all or substantially all of the Servicer's property; or (dv) any representation or warranty made by the Servicer shall admit in this Agreement writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or any Basic Document shall prove to have been incorrect in a material respect when madereorganization statute, which has a material adverse effect on make an assignment for the Holders and which material adverse effect continues unremedied for a period benefit of sixty its creditors, or voluntarily suspend payment of its obligations; (60vi) days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to 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; (with a copy to vii) if on three consecutive Payment Dates the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer aggregate Principal Balance of Mortgage Loans more than 90 days contractually delinquent as of the Servicerend of the last day of the preceding Due Period exceeds 8.00% of the Pool Principal Balance of the Mortgage Pool on such date (subject to paragraph (c) below); (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 (eix) an Insolvency Event occurs with respect 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 the Servicer or PG&E; 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 Indenture 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 Holders duties of Recovery Bonds evidencing not less than a majority 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 Outstanding Amount of Certificate Insurer, which consent may not be unreasonably withheld, or the Recovery BondsCertificate Insurer, by notice then given in writing to the Servicer (and a Responsible Officer of the Trustee may, in addition to the Indenture Trustee if given by the Bondholders) (a “Termination Notice”) 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 of the Servicer, subject to compliance with Section 7.02. In addition, upon a Servicer Default described under this Agreement and in Section 7.01(a), each of the following shall be entitled to apply and to the CPUC for sequestration Mortgage Loans and payment of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof proceeds thereof, as beneficiaries of any statutory or other Lien permitted by the Wildfire Financing Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Wildfire Financing Law, of the Recovery Propertyservicer. 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 Recovery Bonds, the Recovery Property, the Fixed Recovery Charges Mortgage Loans or otherwise, shall, without further actionsubject to Section 10.02, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture 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 Recovery Property Records Mortgage Loans and related documents, or otherwise. The predecessor Servicer shall agrees to cooperate with the successor Servicer, the Issuer and the Indenture Trustee 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 Recovery Property Records and 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 Recovery 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 Fixed Recovery 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 Recovery Property Records Servicer has cured such Event of Nonpayment or Performance Default. If the Trustee and the Certificate Insurer 146 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, the Trustee shall be relieved of its obligation to assume the servicing or to appoint a successor, which shall be the exclusive obligation of the Certificate Insurer. In case a successor Servicer is appointed as a result The Trustee shall promptly notify each Rating Agency, the Certificate Insurer, the Trustee and each Certificateholder, of the occurrence of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Recovery Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of PG&E as Servicer shall not terminate PG&E’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

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

Servicer Default. If any one or more of the following events (each, a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to remit to the Indenture Trustee for deposit into the Series 2003-1 Collection Account on behalf of the Issuer any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) any failure on the part of the Servicer or, so long as the Servicer is PG&E or an Affiliate thereof, any failure on the part of PG&E, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or PG&E, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a partyparty in such capacity, which failure shall (i) materially and adversely affect the rights of the Holders Series 2003-1 Bondholders and (ii) continue unremedied for a period of sixty (60) 60 days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or PG&E, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or PG&E, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders Series 2003-1 Bondholders and which material adverse effect continues unremedied for a period of sixty (60) 60 days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or PG&EServicer; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture TrusteeTrustee may, or shall upon the Holders written instruction of Recovery Bonds the PUCT (acting on behalf of the Customers) or of the Series 2003-1 Bondholders evidencing not less than a majority of the Outstanding Amount of the Recovery Bonds, Series 2003-1 Bonds by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Series 2003-1 Bondholders) (a “"Termination Notice”") may terminate all the rights and obligations (other than the obligations set forth in Section 6.02 and the obligation under Section 7.02 to continue performing its functions as Servicer until a successor Servicer is appointed) of the ServicerServicer under this Agreement, subject to compliance with Section 7.02the terms of any Intercreditor Agreement. In addition, upon a Servicer Default described in Section 7.01(a), each of the following shall be entitled to apply to the CPUC for sequestration and payment of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Wildfire Financing Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Wildfire Financing Law, of the Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Bonds, the Recovery Property, the Fixed Recovery Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorneySeries 2003-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer 1 Bondholders and the Indenture Trustee in effecting as financing parties under the termination Securitization Law (or any of their representatives) shall be entitled to, at the expense of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer Issuer (i) apply to the successor Servicer district court of Travis County, Texas for administration by it sequestraxxxx xnd payment of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Property or the Fixed Recovery Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Recovery Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of PG&E as Servicer shall not terminate PG&E’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).revenues arising

Servicer Default. If any one or more Any of the following events (each, shall constitute a “"Servicer Default”) shall occur and be continuing": (ai) any failure by the Servicer to remit make any payment, transfer or deposit, or to the Collection Account on behalf of the Issuer any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or give instructions to the Indenture Trustee to make certain payments, transfers or after discovery of such failure by an officer of deposits, on the Servicer; ordate the Servicer is required to do so under this Agreement or any Series Supplement (or within the applicable grace period, which shall not exceed five Business Days); (bii) any failure on the part of the Servicer or, so long as the Servicer is PG&E or an Affiliate thereof, any failure on the part of PG&E, as the case may be, duly to observe or to perform in any material respect any other covenants or agreements of the Servicer or PG&E, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or PG&E, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or PG&E, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) Business Days; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders noteholders of any Series issued and outstanding and which material adverse effect continues unremedied for a period of sixty (60) days after the date on which (A) written notice thereofand continues to have a material adverse effect on such noteholders of any Series then outstanding; or the delegation by the Servicer of its duties under this Agreement, requiring except as specifically permitted thereunder; (iii) any representation, warranty or certification made by the same Servicer in this Agreement, or in any certificate delivered pursuant to this Agreement, proves to have been incorrect when made which has a material adverse effect on the noteholders of any Series then outstanding, and which continues to be remedied, shall incorrect in any material respect for a period of sixty days after written notice and continues to have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) material adverse effect on such failure is discovered by an officer of the Servicernoteholders; or (eiv) an Insolvency Event occurs one of the events set forth in subsections 10.01(e) or (f) of the Indenture shall have occurred with respect to the Servicer. Notwithstanding the foregoing, a delay in or failure of performance referred to in clause (i) above for a period of ten Business Days, or referred to under clause (ii) or (iii) for a period of sixty Business Days (in addition to any period provided in (i), (ii) or (iii)), shall not constitute a Servicer Default until the expiration of such additional ten or PG&E; thensixty Business Days, respectively, if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by a Force Majeure. Upon the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and in each and every case, so long as the Servicer Default shall not have been remedied, either provide the Indenture Trustee, or the Holders any provider of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Recovery Bonds, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Bondholders) (a “Termination Notice”) may terminate all the rights and obligations of the Servicer, subject to compliance with Section 7.02. In addition, upon a Servicer Default described in Section 7.01(a), each of the following shall be entitled to apply to the CPUC for sequestration and payment of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Wildfire Financing Law; (ii) the Issuer or its assignees; or (iii) pledgees or transferees, including transferees under Section 850.4 of the Wildfire Financing Law, of the Recovery Property. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery BondsEnhancement, the Recovery Property, the Fixed Recovery Charges or otherwise, shall, without further action, pass to Seller 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 noteholders of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Property or the Fixed Recovery Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Recovery Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Recovery Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of PG&E as Servicer shall not terminate PG&E’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).each Series issued

Servicer Default. If any A “Servicer Default” shall mean the occurrence and continuance of one or more of the following events (each, a “Servicer Default”) shall occur and be continuing: or conditions: (a) any failure by the Servicer shall fail to remit (i) make any payment, transfer or deposit required under this Agreement on or before the date such payment, transfer or deposit is required to the Collection Account on behalf of the Issuer any required remittance that shall continue be made (or direction given), which failure continues unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or (b) any failure on the part of the Servicer or, so long as the Servicer is PG&E or an Affiliate thereof, any failure on the part of PG&E, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or PG&E, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given in accordance with Section 9.3 or to an Authorized Officer of the Servicer or PG&Eafter discovery of such failure by an Authorized Officer of the Servicer, as or (ii) deliver a Monthly Report in accordance with Section 6.12 within five (5) Business Days after the case may bedue date thereof; or (b) the Servicer shall fail to (i) deliver any report, by the Issuer (with other than delivery of a copy Monthly Report, required to be delivered to the Indenture TrusteeAdministrative Agent or any Funding Agent within fifteen (15) days after the due date thereof or to (ii) duly observe or perform in any material respect any other covenant or agreement of the Servicer set forth in this Agreement or PG&Ethe Sale Agreement, as which failure (A) results in an Adverse Effect on the case may be, by the Indenture Trustee Administrative Agent or any Funding Agent and (B) such failure is discovered by an officer of the Servicer; or (c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five thirty (5) Business Days; or (d) any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (6030) days after the date on which (A) written notice thereofof such failure, requiring the same to be remedied, shall have been delivered given in accordance with Section 9.3 or to an Authorized Officer of the Servicer (with a copy to the Indenture Trustee) by the Issuer Transferor, or to an Authorized Officer of the Servicer or the Indenture Trustee Transferor by the Administrative Agent or (B) any Funding Agent, or after discovery of such failure is discovered by an officer Authorized Officer of the Servicer; or (e) an Insolvency Event occurs with respect to the Servicer or PG&E; then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee, or the Holders of Recovery Bonds evidencing not less than a majority of the Outstanding Amount of the Recovery Bonds, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Bondholders) (a “Termination Notice”) may terminate all the rights and obligations of the Servicer, subject to compliance with Section 7.02. In addition, upon a Servicer Default described in Section 7.01(a), each of the following shall be entitled to apply to the CPUC for sequestration and payment of revenues arising with respect to the Recovery Property: (i) the holders of any Recovery Bonds and any Indenture Trustee or representative thereof as beneficiaries of any statutory or other Lien permitted by the Wildfire Financing Law; (ii) the Issuer or its assignees; or (iiic) pledgees any representation, warranty or transferees, including transferees under Section 850.4 of the Wildfire Financing Law, of the Recovery Property. On or after the receipt certification made by the Servicer of a Termination Noticein this Agreement or the Sale Agreement or in any certificate, all authority and power of the Servicer under this Agreement, whether with respect to the Recovery Bonds, the Recovery Property, the Fixed Recovery Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Recovery Property Records and related documentsreport, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Recovery Property or the Fixed Recovery Charges. As soon as practicable after receipt financial statement delivered by the Servicer of pursuant hereto or thereto proves to have been incorrect in any material respect when made and such Termination Noticeinaccuracy (A) results in an Adverse Effect on the Administrative Agent, the Servicer shall deliver the Recovery Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses -125- 00000000 T-Mobile (including reasonable attorney’s fees and expensesEIP) incurred in connection with transferring the Recovery Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of PG&E as Servicer shall not terminate PG&E’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).Third A&R RPAA NJ 231109207v1 736153181 19632398