Common use of Transition Bond Charge Adjustments Clause in Contracts

Transition Bond Charge Adjustments. (a) Prior to each Calculation Date, the Servicer shall calculate (i) the Transition Bond Balance as of such Calculation Date (a written copy of which shall be delivered by the Servicer to the Trustee within five Business Days following such Calculation Date) and (ii) the revised Transition Bond Charge with respect to the Transferred Bondable Transition Property in respect of each Adjustment Date such that the Servicer projects that TBC Collections therefrom allocable to the Issuer will be sufficient so that: (A) the Transition Bond Balance on the Payment Date immediately preceding the next Adjustment Date will equal the Projected Transition Bond Balance as of such date or, if earlier with respect to any Series or Class of Transition Bonds, as of the Payment Date immediately preceding the Expected Final Payment Date therefor; (B) the amount on deposit in the Overcollateralization Subaccount on the Payment Date immediately preceding the next Adjustment Date will equal the Scheduled Overcollateralization Level for such date or, if earlier with respect to any Series or Class of Transition Bonds, as of the Payment Date immediately preceding the Expected Final Payment Date therefor; (C) the amount on deposit in the Capital Subaccount on the Payment Date immediately preceding the next Adjustment Date will equal its required level for such date or, if earlier with respect to any Series or Class of Transition Bonds, as of the Payment Date immediately preceding the Expected Final Payment Date therefor; (D) the amount on deposit in the Reserve Subaccount on the Payment Date immediately preceding the next Adjustment Date, will equal zero; and (E) the TBC Collections will provide for (i) amortization of the remaining outstanding principal balance of each Series in accordance with the Expected Amortization Schedule therefor, (ii) payment of interest on each Series when due and payment of any amounts (other than termination or breakage amounts) under any Interest Rate Swap Agreement, (iii) payment of all Operating Expenses of the Issuer when due in accordance with the Indenture and (iv) deposits to the Overcollateralization Subaccount such that the balance therein will equal the Scheduled Overcollateralization Level on each Payment Date. (b) On each Calculation Date, the Servicer shall file an Adjustment Request with the BPU. This filing shall include the data specified in the Petition and the Financing Order. (c) On each Adjustment Date, the Servicer shall (i) take all reasonable actions and make all reasonable efforts to effectuate all adjustments to the Transition Bond Charge either approved by the BPU or effective on an interim basis pending final approval and (ii) promptly send to the Trustee copies of all material notices and documents relating to such adjustments. (d) On each Adjustment Date, the Servicer shall provide Moody's with a schedule indicating any changes to the Transition Bond Charge. (e) If deemed appropriate by the Servicer to protect Transition Bondholders to remedy a significant and recurring variance between actual and expected TBC Collections, as authorized by the Financing Order, the Servicer shall make "non-routine" adjustments to the Transition Bond Charge and the MTC-Tax (as defined in the Financing Order) to accommodate material changes to the methodology described in Attachment E-3 to Revised Exhibit E of the Petition. Such filings shall be made at least thirty days prior to the proposed effective date of the proposed adjustments. EXHIBIT A SERVICING PROCEDURES The Servicer agrees to comply with the following servicing procedures:

Transition Bond Charge Adjustments. (a) Prior to each Calculation Date, the Servicer shall calculate (i) the Transition Bond Balance as of such Calculation Date (a written copy of which shall be delivered by the Servicer to the Trustee within five Business Days following such Calculation Date) and (ii) the revised Transition Bond Charge with respect to the Transferred Bondable Transition Property in respect of each Adjustment Date such that the Servicer projects that TBC Collections therefrom allocable to the Issuer will be sufficient so that: (A) the Transition Bond Balance on the Payment Date immediately preceding the next Adjustment Date will equal the Projected Transition Bond Balance as of such date or, if earlier with respect to any Series or Class of Transition Bonds, as of the Payment Date immediately preceding the Expected Final Payment Date therefor; (B) the amount on deposit in the Overcollateralization Subaccount on the Payment Date immediately preceding the next Adjustment Date will equal the Scheduled Overcollateralization Level for such date or, if earlier with respect to any Series or Class of Transition Bonds, as of the Payment Date immediately preceding the Expected Final Payment Date therefor; (C) the amount on deposit in the Capital Subaccount on the Payment Date immediately preceding the next Adjustment Date will equal its required level for such date or, if earlier with respect to any Series or Class of Transition Bonds, as of the Payment Date immediately preceding the Expected Final Payment Date therefor; (D) the amount on deposit in the Reserve Subaccount on the Payment Date immediately preceding the next Adjustment Date, will equal zero; and (E) the TBC Collections will provide for (i) amortization of the remaining outstanding principal balance of each Series in accordance with the Expected Amortization Schedule therefor, (ii) payment of interest on each Series when due and payment of any amounts (other than termination or breakage amounts) under any each Interest Rate Swap Agreement, (iii) payment of all Operating Expenses of the Issuer when due in accordance with the Indenture and (iv) deposits to the Overcollateralization Subaccount such that the balance therein will equal the Scheduled Overcollateralization Level on each Payment Date. (b) On each Calculation Date, the Servicer shall file an Adjustment Request with the BPU. This filing shall include the data specified in the Petition and the Financing Order. (c) On each Adjustment Date, the Servicer shall (i) take all reasonable actions and make all reasonable efforts to effectuate all adjustments to the Transition Bond Charge either approved by the BPU or effective on an interim basis pending final approval and (ii) promptly send to the Trustee copies of all material notices and documents relating to such adjustments. (d) On each Adjustment Date, the Servicer shall provide Moody's ’s with a schedule indicating any changes to the Transition Bond Charge. (e) If deemed appropriate by the Servicer to protect Transition Bondholders and to remedy a significant and recurring variance between actual and expected TBC Collections, as authorized by the Financing Order, the Servicer shall make "“non-routine" ” adjustments to the Transition Bond Charge and the MTC-Tax (as defined in the Financing Order) to accommodate material changes to the methodology described in Attachment E-3 to Revised Exhibit E E-Supplement of the Petition. Such filings shall be made at least thirty days prior to the proposed effective date of the proposed adjustments. EXHIBIT A SERVICING PROCEDURES The Servicer shall provide notice of such non-routine adjustment and resulting change to the Transition Bond Charge to Fitch. A- NY #561191 v12 The Servicer agrees to comply with the following servicing procedures:procedures (and to consider and use the criteria specified in Item 1122(d) of Regulation AB (or any successor regulation), in effect from time to time, to assess its compliance with applicable servicing criteria.

Transition Bond Charge Adjustments. (a) Prior to each Calculation Date, the Servicer shall calculate (i) the Transition Bond Balance as of such Calculation Date (a written copy of which shall be delivered by the Servicer to the Trustee within five Business Days following such Calculation Date) and (ii) the revised Transition Bond Charge with respect to the Transferred Bondable Transition Property in respect of each Adjustment Date such that the Servicer projects that TBC Collections therefrom allocable to the Issuer will be sufficient so that: (A) the Transition Bond Balance on the Payment Date immediately preceding the next Adjustment Date will equal the Projected Transition Bond Balance as of such date or, if earlier with respect to any Series or Class of Transition Bonds, as of the Payment Date immediately preceding the Expected Final Payment Date therefor; (B) the amount on deposit in the Overcollateralization Subaccount on the Payment Date immediately preceding the next Adjustment Date will equal the Scheduled Overcollateralization Level for such date or, if earlier with respect to any Series or Class of Transition Bonds, as of the Payment Date immediately preceding the Expected Final Payment Date therefor; (C) the amount on deposit in the Capital Subaccount on the Payment Date immediately preceding the next Adjustment Date will equal its required level for such date or, if earlier with respect to any Series or Class of Transition Bonds, as of the Payment Date immediately preceding the Expected Final Payment Date therefor; (D) the amount on deposit in the Reserve Subaccount on the Payment Date immediately preceding the next Adjustment Date, will equal zero; and (E) the TBC Collections will provide for (i) amortization of the remaining outstanding principal balance of each Series in accordance with the Expected Amortization Schedule therefor, (ii) payment of interest on each Series when due and payment of any amounts (other than termination or breakage amounts) under any each Interest Rate Swap Agreement, (iii) payment of all Operating Expenses of the Issuer when due in accordance with the Indenture and (iv) deposits to the Overcollateralization Subaccount such that the balance therein will equal the Scheduled Overcollateralization Level on each Payment Date. (b) On each Calculation Date, the Servicer shall file an Adjustment Request with the BPU. This filing shall include the data specified in the Petition and the Financing Order. (c) On each Adjustment Date, the Servicer shall (i) take all reasonable actions and make all reasonable efforts to effectuate all adjustments to the Transition Bond Charge either approved by the BPU or effective on an interim basis pending final approval and (ii) promptly send to the Trustee copies of all material notices and documents relating to such adjustments. (d) On each Adjustment Date, the Servicer shall provide Moody's ’s with a schedule indicating any changes to the Transition Bond Charge. (e) If deemed appropriate by the Servicer to protect Transition Bondholders and to remedy a significant and recurring variance between actual and expected TBC Collections, as authorized by the Financing Order, the Servicer shall make "“non-routine" ” adjustments to the Transition Bond Charge and the MTC-Tax (as defined in the Financing Order) to accommodate material changes to the methodology described in Attachment E-3 to Revised Exhibit E E-Supplement of the Petition. Such filings shall be made at least thirty days prior to the proposed effective date of the proposed adjustments. EXHIBIT A SERVICING PROCEDURES The Servicer agrees shall provide notice of such non-routine adjustment and resulting change to comply with the following servicing procedures:Transition Bond Charge to Fitch.

Transition Bond Charge Adjustments. (a) Prior to each Calculation Date, the Servicer shall calculate (i) the Transition Bond Balance as of such Calculation Date (a written copy of which shall be delivered by the Servicer to the Trustee within five Business Days following such Calculation Date) ), and (ii) the revised Transition Bond Charge with respect to the Transferred Bondable Transition Property in respect of each Adjustment Date such that projected by the Servicer projects that to be such that, if it goes into effect on the next succeeding Adjustment Date, TBC Collections therefrom allocable to the Issuer will be be, in the Servicer's good faith estimate, sufficient so that: (A) the Transition Bond Balance on the last Payment Date immediately preceding to occur before the first Adjustment Date to occur after the next succeeding Adjustment Date (the "Target Payment Date") will equal the Projected Scheduled Transition Bond Balance as of such date or, if earlier with respect to any Series or Class of Transition Bonds, as of the Target Payment Date immediately preceding the Expected Final Payment Date therefor;Date, (B) the amount on deposit in the Overcollateralization Subaccount for each Series on the Target Payment Date immediately preceding the next Adjustment Date will equal the Scheduled Overcollateralization Level for such date or, if earlier with respect to any Series or Class of Transition Bonds, as of the Target Payment Date immediately preceding the Expected Final Payment Date therefor;Date, (C) the amount on deposit in the Capital Subaccount for each Series on the Target Payment Date immediately preceding the next Adjustment Date will equal its the required level for such date or, if earlier with respect to any Series or Class of Transition Bonds, as of the Target Payment Date immediately preceding the Expected Final Payment Date therefor;Date, (D) the amount on deposit in the Reserve Subaccount for each Series on the Target Payment Date immediately preceding the next Adjustment Date, will equal zero; and, (E) the TBC Collections will provide for (i) amortization of the remaining outstanding principal balance amount of each Series in accordance with the Expected Amortization Schedule therefor, (ii) payment of interest on each Series when due, payment of any hedge payments due under the Hedge Agreement, and payment of any amounts due (other than termination or breakage amounts) under any Interest Rate Swap Agreement, and (iii) payment of all Operating Expenses of the Issuer when due in accordance with the Indenture and Indenture, and (ivF) deposits all other amounts included in the Total Revenue Requirement from the first Adjustment Date to follow such Calculation Date up to the Overcollateralization Subaccount next succeeding Adjustment Date. No later than the first Adjustment Date to follow such that Calculation Date, the balance therein will equal Servicer shall furnish to the Scheduled Overcollateralization Level on Trustee in writing a specification, in reasonable detail, of the components of each Payment Series' Revenue Requirement (including a specification of each Series' share of each such component of the Total Revenue Requirement) up to the next succeeding Adjustment Date. (b) On each Calculation Date, the Servicer shall file an Adjustment Request with the BPU. This filing shall include the data specified in the Petition and the BPU Financing OrderOrders. (c) On each Adjustment Date, the Servicer shall (i) take all reasonable actions and make all reasonable efforts to effectuate all adjustments to the Transition Bond Charge either approved by the BPU or effective on an interim basis pending final approval approval, and (ii) promptly send to the Trustee copies of all material notices and documents relating to such adjustments. (d) On each Adjustment Date, the Servicer shall provide Moody's Rating Agencies with a schedule indicating any changes to the Transition Bond Charge. (e) If deemed appropriate by the Servicer to protect Transition Bondholders to remedy a significant and recurring variance between actual and expected TBC Collections, as authorized by the BPU Financing OrderOrders, the Servicer shall make "non-routine" filings with the BPU for adjustments to the Transition Bond Charge and formula described in [Exhibit C] to the MTC-Tax Petition to assure timely payment of the Total Payment Requirements (as defined in the BPU Financing Order) to accommodate material changes to the methodology described in Attachment E-3 to Revised Exhibit E of the PetitionOrders). Such filings shall be made at least thirty 60 days prior to the proposed effective date of the proposed adjustments. EXHIBIT A SERVICING PROCEDURES The Servicer agrees to comply with the following servicing procedures:.

Transition Bond Charge Adjustments. (a) Prior to each Calculation Date, the Servicer shall calculate (i) the Transition Bond Balance as of such Calculation Date (a written copy of which shall be delivered by the Servicer to the Trustee within five Business Days following such Calculation Date) and (ii) the revised Transition Bond Charge with respect to the Transferred Bondable Transition Property in respect of each Adjustment Date such that the Servicer projects that TBC Collections therefrom allocable to the Issuer will be sufficient so that: (A) the Transition Bond Balance on the Payment Date immediately preceding the next Adjustment Date will equal the Projected Transition Bond Balance as of such date or, if earlier with respect to any Series or Class of Transition Bonds, as of the Payment Date immediately preceding the Expected Final Payment Date therefor; (B) the amount on deposit in the Overcollateralization Subaccount on the Payment Date immediately preceding the next Adjustment Date will equal the Scheduled Overcollateralization Level for such date or, if earlier with respect to any Series or Class of Transition Bonds, as of the Payment Date immediately preceding the Expected Final Payment Date therefor; (C) the amount on deposit in the Capital Subaccount on the Payment Date immediately preceding the next Adjustment Date will equal its required level for such date or, if earlier with respect to any Series or Class of Transition Bonds, as of the Payment Date immediately preceding the Expected Final Payment Date therefor; (D) the amount on deposit in the Reserve Subaccount on the Payment Date immediately preceding the next __________ Adjustment Date, will equal zero; and (E) the TBC Collections will provide for (i) amortization of the remaining outstanding principal balance of each Series in accordance with the Expected Amortization Schedule therefor, (ii) payment of interest on each Series when due and payment of any amounts (other than termination or breakage amounts) under any Interest Rate Swap Agreement, (iii) payment of all Operating Expenses of the Issuer when due in accordance with the Indenture and (iv) deposits to the Overcollateralization Subaccount such that the balance therein will equal the Scheduled Overcollateralization Level on each Payment Date. (b) On each Calculation Date, the Servicer shall file an Adjustment Request with the BPU. This filing shall include the data specified in the Petition and the Financing Order. (c) On each Adjustment Date, the Servicer shall (i) take all reasonable actions and make all reasonable efforts to effectuate all adjustments to the Transition Bond Charge either approved by the BPU or effective on an interim basis pending final approval and (ii) promptly send to the Trustee copies of all material notices and documents relating to such adjustments. (d) On each Adjustment Date, the Servicer shall provide Moody's with a schedule indicating any changes to the Transition Bond Charge. (e) If deemed appropriate by the Servicer to protect Transition Bondholders to remedy a significant and recurring variance between actual and expected TBC Collections, as authorized by the Financing Order, the Servicer shall make "non-routine" adjustments to the Transition Bond Charge and the MTC-Tax (as defined in the Financing Order) to accommodate material changes to the methodology described in Attachment E-3 to Revised Exhibit E of the Petition. Such filings shall be made at least thirty ninety (90) days prior to the proposed effective date of the proposed adjustments. EXHIBIT A SERVICING PROCEDURES The Servicer agrees to comply with the following servicing procedures:

Transition Bond Charge Adjustments. (a) Prior to each Calculation Date, the Servicer shall calculate (i) the Transition Bond Balance as of such Calculation Date (a written copy of which shall be delivered by the Servicer to the Trustee within five Business Days following such Calculation Date) ), and (ii) the revised Transition Bond Charge with respect to the Transferred Bondable Transition Property in respect of each Adjustment Date such that the Servicer projects that TBC Collections therefrom allocable to the Issuer will be sufficient so that: (A) the Transition Bond Balance on the Payment Date immediately preceding the next Adjustment Date will equal the Projected Transition Bond Balance as of such date or, if earlier with respect to any Series or Class of Transition Bonds, as of the Payment Date immediately preceding the Expected Final Payment Date therefor;, (B) the amount on deposit in the Overcollateralization Subaccount on the Payment Date immediately preceding the next Adjustment Date will equal the Scheduled Overcollateralization Level for such date orDate, or if earlier with respect to any Series or Class of Transition Bonds, as of the Payment Date immediately preceding the Expected Final Payment Date therefor;, will equal the Scheduled Overcollateralization Level for such date, (C) the amount on deposit in the Capital Subaccount on the Payment Date immediately preceding the next Adjustment Date will equal its required level for such date orDate, or if earlier with respect to any Series or Class of Transition Bonds, as of the Payment Date immediately preceding the Expected Final Payment Date therefor;, will equal its required level for such date, (D) the amount on deposit in the Reserve Subaccount on the Payment Date immediately preceding the next January 1 Adjustment Date, will equal zero; , and (E) the TBC Collections will provide for (i) amortization of the remaining outstanding principal balance amount of each Series in accordance with the Expected Amortization Schedule therefor, (ii) payment of interest on each Series when due, payment of any hedge payments due under the Hedge Agreement, and payment of any amounts (other than termination or breakage amounts) under any Interest Rate Swap Agreement, (iii) payment of all Operating Expenses of the Issuer when due in accordance with the Indenture Indenture, and (iv) deposits to the Overcollateralization Subaccount such that the balance therein will equal the Scheduled Calculated Overcollateralization Level on each Payment Date. (b) On each Calculation Date, the Servicer shall file an Adjustment Request with the BPU. This filing shall include the data specified in the Petition and the Financing Order. (c) On each Adjustment Date, the Servicer shall (i) take all reasonable actions and make all reasonable efforts to effectuate all adjustments to the Transition Bond Charge either approved by the BPU or effective on an interim basis pending final approval approval, and (ii) promptly send to the Trustee copies of all material notices and documents relating to such adjustments. (d) On each Adjustment Date, the Servicer shall provide Moody's with a schedule indicating any changes to the Transition Bond Charge. (e) If deemed appropriate by the Servicer to protect Transition Bondholders to remedy a significant and recurring variance between actual and expected TBC Collections, as authorized by the Financing Order, the Servicer shall make "non-routine" filings with the BPU for adjustments to the Transition Bond Charge and formula described in Exhibit A to the MTC-Tax Petition to assure timely payment of the Total Payment Requirements (as defined in the Financing Order) to accommodate material changes to the methodology described in Attachment E-3 to Revised Exhibit E of the Petition). Such filings shall be made at least thirty 90 days prior to the proposed effective date of the proposed adjustments. EXHIBIT A SERVICING PROCEDURES The Servicer agrees to comply with the following servicing procedures:APPENDIX A

Transition Bond Charge Adjustments. (a) Prior to each Calculation Date, the Servicer shall calculate (i) the Transition Bond Balance as of such Calculation Date (a written copy of which shall be delivered by the Servicer to the Trustee within five Business Days following such Calculation Date) ), and (ii) the revised Transition Bond Charge with respect to the Transferred Bondable Transition Property in respect of each Adjustment Date such that the Servicer projects that TBC Collections therefrom allocable to the Issuer will be sufficient so that: (A) the Transition Bond Balance on the Payment Date immediately preceding the next Adjustment Date will equal the Projected Transition Bond Balance as of such date or, if earlier with respect to any Series or Class of Transition Bonds, as of the Payment Date immediately preceding the Expected Final Payment Date therefor;, taking into account any amounts on deposit in the Reserve Subaccount, (B) the amount on deposit in the Overcollateralization Subaccount on the Payment Date immediately preceding the next Adjustment Date will equal the Scheduled Overcollateralization Level for such date orDate, or if earlier with respect to any Series or Class of Transition Bonds, as of the Payment Date immediately preceding the Expected Final Payment Date therefor;, will equal the Scheduled Overcollateralization Level for such date, taking into account amounts on deposit in the Reserve Subaccount, (C) the amount on deposit in the Capital Subaccount on the Payment Date immediately preceding the next Adjustment Date will equal its required level for such date orDate, or if earlier with respect to any Series or Class of Transition Bonds, as of the Payment Date immediately preceding the Expected Final Payment Date therefor;, will equal its required level for such date, taking into account any amounts on deposit in the Reserve Subaccount, (D) the amount on deposit in the Reserve Subaccount on the Payment Date immediately preceding the next Adjustment Date, or if earlier with respect to any Series or Class of Transition Bonds, as of the Payment Date immediately preceding the Expected Final Payment Date therefor, will equal zero; , and (E) the TBC Collections will provide for (i) amortization of the remaining outstanding principal balance amount of each Series in accordance with the Expected Amortization Schedule therefor, (ii) payment of interest on each Series when due, payment of any hedge payments due under the Hedge Agreement, and payment of any amounts (other than termination or breakage amounts) under any Interest Rate Swap Agreement, (iii) payment of all Operating Expenses of the Issuer when due in accordance with the Indenture Indenture, and (iv) deposits to the Overcollateralization Subaccount such that the balance therein will equal the Scheduled Calculated Overcollateralization Level on each Payment Date. (b) On each Calculation Date, the Servicer shall file an Adjustment Request with the BPU. This filing shall include the data specified in the Petition and the Financing Order. (c) On each Adjustment Date, the Servicer shall (i) take all reasonable actions and make all reasonable efforts to effectuate all adjustments to the Transition Bond Charge either approved by the BPU or effective on an interim basis pending final approval approval, and (ii) promptly send to the Trustee copies of all material notices and documents relating to such adjustments. (d) On each Adjustment Date, the Servicer shall provide Moody's with a schedule indicating any changes to the Transition Bond Charge. (e) If deemed appropriate by the Servicer to protect Transition Bondholders to remedy a significant and recurring variance between actual and expected TBC Collections, as authorized by the Financing Order, the Servicer shall make "non-routine" filings with the BPU for adjustments to the Transition Bond Charge and formula described in Exhibit A to the MTC-Tax Petition to assure timely payment of the Total Payment Requirements (as defined in the Financing Order) to accommodate material changes to the methodology described in Attachment E-3 to Revised Exhibit E of the Petition). Such filings shall be made at least thirty 90 days prior to the proposed effective date of the proposed adjustments. EXHIBIT A SERVICING PROCEDURES The Servicer agrees to comply with the following servicing procedures:.