DEFERRED FUEL COST PROPERTY SERVICING AGREEMENT by and between VIRGINIA POWER FUEL SECURITIZATION, LLC, as Issuer and VIRGINIA ELECTRIC AND POWER COMPANY, as Servicer Acknowledged and Accepted by U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as...

DEFERRED FUEL COST PROPERTY SERVICING AGREEMENT by and between VIRGINIA POWER FUEL SECURITIZATION, LLC, as Issuer and VIRGINIA ELECTRIC AND POWER COMPANY, as Servicer Acknowledged and Accepted by U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as...

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Exhibit 10.1

DEFERRED FUEL COST PROPERTY SERVICING AGREEMENT

by and between

VIRGINIA POWER FUEL SECURITIZATION, LLC,

as Issuer

and

VIRGINIA ELECTRIC AND POWER COMPANY,

as Servicer

Acknowledged and Accepted by

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Indenture Trustee

Dated as of February 14, 2024

TABLE OF CONTENTS


		Page
ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION			1

Section 1.01.	Definitions and Rules of Construction		1

ARTICLE II APPOINTMENT AND AUTHORIZATION			1

Section 2.01.	Appointment of Servicer; Acceptance of Appointment		1

Section 2.02.	Authorization		2

Section 2.03.	Dominion and Control Over the Deferred Fuel Cost Property		2

ARTICLE III ROLE OF SERVICER			2

Section 3.01.	Duties of Servicer		2

Section 3.02.	Servicing and Maintenance Standards		5

Section 3.03.	Annual Reports on Compliance with Regulation AB		6

Section 3.04.	Annual Report by Independent Registered Public Accountants		6

ARTICLE IV SERVICES RELATED TO TRUE-UP ADJUSTMENTS			7

Section 4.01.	True-Up Adjustments		7

Section 4.02.	Limitation of Liability		9

ARTICLE V THE DEFERRED FUEL COST PROPERTY			10

Section 5.01.	Custody of Deferred Fuel Cost Property Records		10

Section 5.02.	Duties of Servicer as Custodian		10

Section 5.03.	Custodian’s Indemnification		12

Section 5.04.	Effective Period and Termination		12

Section 5.05.	Third-Party Suppliers.		12

ARTICLE VI THE SERVICER			13

Section 6.01.	Representations and Warranties of Servicer		13

Section 6.02.	Indemnities of Servicer; Release of Claims		15

Section 6.03.	Binding Effect of Servicing Obligations		16

Section 6.04.	Limitation on Liability of Servicer and Others		17

Section 6.05.	VEPCO Not to Resign as Servicer		18

Section 6.06.	Servicing Compensation		18

Section 6.07.	Compliance with Applicable Law		19

Section 6.08.	Access to Certain Records and Information Regarding Deferred Fuel Cost Property		20

Section 6.09.	Appointments		20

-i-

TABLE OF CONTENTS

(continued)


		Page
Section 6.10.	No Servicer Advances		20

Section 6.11.	Remittances		20

Section 6.12.	Maintenance of Operations		21

ARTICLE VII DEFAULT			21

Section 7.01.	Servicer Default		21

Section 7.02.	Appointment of Successor		23

Section 7.03.	Waiver of Past Defaults		23

Section 7.04.	Notice of Servicer Default		24

Section 7.05.	Cooperation with Successor		24

ARTICLE VIII MISCELLANEOUS PROVISIONS			24

Section 8.01.	Amendment.		24

Section 8.02.	Maintenance of Accounts and Records		25

Section 8.03.	Notices		25

Section 8.04.	Assignment		26

Section 8.05.	Limitations on Rights of Others		26

Section 8.06.	Severability		26

Section 8.07.	Separate Counterparts		26

Section 8.08.	Governing Law		27

Section 8.09.	Assignment to Indenture Trustee		27

Section 8.10.	Nonpetition Covenant		27

Section 8.11.	Limitation of Liability		27

Section 8.12.	Rule 17g-5 Compliance		27

Section 8.13.	Indenture Trustee Actions		27

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EXHIBITS


Exhibit A		Servicing Procedures
Exhibit B		Form of Monthly Servicer’s Certificate
Exhibit C		Form of Semi-Annual Servicer’s Certificate
Exhibit D		Form of Servicer Certificate
Exhibit E		Form of Certificate of Compliance
Exhibit F		Expected Sinking Fund Schedule

APPENDIX


Appendix A		Definitions and Rules of Construction

iii

This DEFERRED FUEL COST PROPERTY SERVICING AGREEMENT, dated as of February 14, 2024, is by and between VIRGINIA POWER FUEL SECURITIZATION, LLC, a Delaware limited liability company (the “Issuer”), and VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation (“VEPCO” and, in its capacity as the servicer hereunder, the “Servicer”), and acknowledged and accepted by U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity, but solely in its capacity as indenture trustee (the “Indenture Trustee”).

RECITALS

WHEREAS, pursuant to the Deferred Fuel Cost Statute and the Financing Order, the Servicer and the Issuer are concurrently entering into the Sale Agreement pursuant to which the Seller is selling and the Issuer is purchasing the Deferred Fuel Cost Property as described therein;

WHEREAS, in connection with its ownership of the Deferred Fuel Cost Property and in order to collect the associated Deferred Fuel Cost Charge, the Issuer desires to engage the Servicer to carry out the functions described herein and the Servicer desires to be so engaged; and

WHEREAS, the Issuer desires to engage the Servicer to act on its behalf in obtaining True-Up Adjustments from the Commission and the Servicer desires to be so engaged.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.01. Definitions and Rules of Construction. Capitalized terms used but not otherwise defined in this Servicing Agreement shall have the respective meanings given to such terms in Appendix A, which is hereby incorporated by reference into this Servicing Agreement as if set forth fully in this Servicing Agreement. Not all terms defined in Appendix A are used in this Servicing Agreement. The rules of construction set forth in Appendix A shall apply to this Servicing Agreement and are hereby incorporated by reference into this Servicing Agreement as if set forth fully in this Servicing Agreement.

ARTICLE II

APPOINTMENT AND AUTHORIZATION

Section 2.01. Appointment of Servicer; Acceptance of Appointment. The Issuer hereby appoints the Servicer, as an independent contractor, and the Servicer hereby accepts such appointment, to perform the Servicer’s obligations pursuant to this Servicing Agreement on behalf of and for the benefit of the Issuer or any assignee thereof in accordance with the terms of this Servicing Agreement and applicable law as it applies to the Servicer in its capacity as servicer hereunder. This appointment and the Servicer’s acceptance thereof may not be revoked except in accordance with the express terms of this Servicing Agreement.

Section 2.02. Authorization. With respect to all or any portion of the Deferred Fuel Cost Property, the Servicer shall be, and hereby is, authorized and empowered by the Issuer to (a) execute and deliver, on behalf of itself and/or the Issuer, as the case may be, any and all instruments, documents or notices, and (b) on behalf of itself and/or the Issuer, as the case may be, make any filing and participate in proceedings of any kind with any Governmental Authority, including with the Commission. The Issuer shall execute and deliver to the Servicer such documents as have been prepared by the Servicer for execution by the Issuer and shall furnish the Servicer with such other documents as may be in the Issuer’s possession, in each case as the Servicer may determine to be necessary or appropriate to enable it to carry out its duties hereunder. Upon the Servicer’s written request, the Issuer shall furnish the Servicer with any powers of attorney or other documents necessary or appropriate to enable the Servicer to carry out its duties hereunder.

Section 2.03. Dominion and Control Over the Deferred Fuel Cost Property. Notwithstanding any other provision herein, the Issuer shall have dominion and control over the Deferred Fuel Cost Property, and the Servicer, in accordance with the terms hereof, is acting solely as the servicing agent and custodian for the Issuer with respect to the Deferred Fuel Cost Property and the Deferred Fuel Cost Property Records. The Servicer shall not take any action that is not authorized by this Servicing Agreement or the Financing Order, that is not consistent with its customary procedures and practices or that shall impair the rights or remedies of the Issuer or the Indenture Trustee (on behalf of the Holders) in the Deferred Fuel Cost Property, in each case unless such action is required by applicable law or court or regulatory order.

ARTICLE III

ROLE OF SERVICER

Section 3.01. Duties of Servicer. The Servicer, as agent for the Issuer, shall have the following duties:

(a) Duties of Servicer Generally.

(i) The Servicer’s duties in general shall include:

A. management, servicing and administration of, including billing, collecting and posting all payments in respect of, the Deferred Fuel Cost Property;

B. calculating usage;

C. billing the Deferred Fuel Cost Charge, collecting the Deferred Fuel Cost Charge from Customers and posting all collections;

D. responding to inquiries by Customers, the Commission or any other Governmental Authority with respect to the Deferred Fuel Cost Property or the Deferred Fuel Cost Charge;

E. investigating and handling delinquencies (and furnishing reports with respect to such delinquencies to the Issuer);

F. processing and depositing collections and making periodic remittances, including selecting Eligible Investments on behalf of the Issuer to the extent authorized by the Issuer to do so in writing;

G. furnishing periodic and current reports to the Issuer, the Indenture Trustee and the Rating Agencies, as applicable;

H. making all filings with the Commission and taking such other action as may be necessary to perfect the Issuer’s ownership interests in and the Indenture Trustee’s first priority Lien on the Deferred Fuel Cost Property;

I. making all filings and taking such other action as may be necessary to perfect and maintain the perfection and priority of the Indenture Trustee’s first priority Lien(s) on and security interest in all Deferred Fuel Cost Collateral;

J. selling as the agent for the Issuer, as its interests may appear, defaulted or written off accounts, to the extent of the Issuer’s interests in such accounts, in accordance with the Servicer’s usual and customary practices;

K. taking all necessary action in connection with True-Up Adjustments as set forth herein; and

L. performing such other duties as may be specified under the Financing Order to be performed by it.

Anything to the contrary notwithstanding, the duties of the Servicer set forth in this Servicing Agreement shall be qualified in their entirety by any Commission Regulations, the Financing Order and the U.S. federal securities laws and the rules and regulations promulgated thereunder, including Regulation AB, as in effect at the time such duties are to be performed. Without limiting the generality of this Section 3.01(a)(i), in furtherance of the foregoing, the Servicer hereby agrees that it shall also have, and shall comply with, the duties and responsibilities set forth in Exhibit A.

(b) Reporting Functions.

(i) Monthly Servicer’s Certificate. On or before the last Servicer Business Day of each month, the Servicer shall prepare and deliver to the Issuer, the Indenture Trustee and the Rating Agencies a written report substantially in the form of Exhibit B (a “Monthly Servicer’s Certificate”) setting forth certain information relating to Deferred Fuel Cost Charge Payments received by the Servicer during the Collection Period preceding such date.

(ii) Notification of Laws and Regulations. The Servicer shall immediately notify the Issuer, the Indenture Trustee and the Rating Agencies in writing of any Requirement of Law or Commission Regulations hereafter promulgated that have (or may have) a material adverse effect on the Servicer’s ability to perform its duties under this Servicing Agreement.

(iii) Other Information. Upon the reasonable request of the Issuer, the Indenture Trustee or any Rating Agency, the Servicer shall provide to the Issuer, the Indenture Trustee or such Rating Agency, as the case may be, any public financial information in respect of the Servicer, and any material information regarding the Deferred Fuel Cost Property to the extent it is reasonably available to the Servicer, as may be reasonably necessary and permitted by law to enable the Issuer, the Indenture Trustee or the Rating Agencies to monitor the performance by the Servicer hereunder; provided, however, that any such request by the Indenture Trustee shall not create any obligation for the Indenture Trustee to verify the information provided to it or to monitor, review or supervise the performance of the Servicer. In addition, so long as any of the Deferred Fuel Cost Bonds are Outstanding, the Servicer shall provide the Issuer and the Indenture Trustee within a reasonable time after written request therefor, any information available to the Servicer or reasonably obtainable by it that is necessary to calculate the Deferred Fuel Cost Charge; provided, however, that the Indenture Trustee shall have no responsibility or obligation to verify any such information provided to it.

(iv) Preparation of Reports. The Servicer shall prepare and deliver, or cause to be prepared and delivered, such additional reports as required under this Servicing Agreement, including a copy of each Semi-Annual Servicer’s Certificate described in Section 4.01(c)(ii), the annual Certificate of Compliance described in Section 3.03 and the Annual Accountant’s Report described in Section 3.04. In addition, the Servicer shall prepare, procure, deliver or file, or cause to be prepared, procured, delivered or filed, any reports, attestations, exhibits, certificates or other documents required to be delivered or filed with the SEC (and/or any other Governmental Authority) by the Issuer or VEPCO under the U.S. federal securities or other applicable laws or in accordance with the Basic Documents, including filing with the SEC, if applicable and required by applicable law, a copy or copies of (A) the Monthly Servicer’s Certificates described in Section 3.01(b)(i) (under Form 10-D or any other applicable form), (B) the Semi-Annual Servicer’s Certificates described in Section 4.01(c)(ii) (under Form 10-D or any other applicable form), (C) the annual statements of compliance, attestation reports and other certificates described in Section 3.03 and (D) the Annual Accountant’s Report (and any attestation required under Regulation AB) described in Section 3.04. In addition, the appropriate officer or officers of the Servicer shall (in its separate capacity as Servicer) sign the Issuer’s Annual Report on Form 10-K (and any other applicable SEC or other reports, attestations, certifications and other documents), to the extent that the Servicer’s signature is required by, and consistent with, the U.S. federal securities laws or any other applicable law.

(c) Opinions of Counsel. The Servicer shall obtain on behalf of the Issuer and deliver to the Issuer and the Indenture Trustee:

(i) promptly after the execution and delivery of this Servicing Agreement and of each amendment hereto, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the Commission and the Secretary of State of the State of Delaware, that are necessary under the Virginia or Delaware UCC and the Deferred Fuel Cost Statute to perfect or maintain, as applicable, the Liens of the Indenture Trustee in the Deferred Fuel Cost Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens; and

(ii) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the date hereof, an Opinion of Counsel, which counsel may be an employee of and counsel to the Issuer or the Servicer and which shall be reasonably satisfactory to the Indenture Trustee, or, in the Indenture Trustee’s sole judgment, external counsel of the Issuer, dated as of a date during such 90-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the Commission and the Secretary of State of the State of Delaware, that are necessary under the UCC and the Deferred Fuel Cost Statute to maintain the Liens of the Indenture Trustee in the Deferred Fuel Cost Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens. Each Opinion of Counsel referred to in clause (i) above or in this clause (ii) shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, such interest or Lien.

Section 3.02. Servicing and Maintenance Standards. On behalf of the Issuer, the Servicer shall: (a) manage, service, administer, bill, charge, collect and calculate the Deferred Fuel Cost Charge in accordance with the Securitization Statute and post collections in respect of the Deferred Fuel Cost Property with reasonable care and in material compliance with each applicable Requirement of Law, including all applicable Commission Regulations and guidelines, using the same degree of care and diligence that the Servicer exercises with respect to similar assets for its own account; (b) follow standards, policies and procedures in performing its duties as Servicer that are customary in the electric distribution industry; (c) use all reasonable efforts, consistent with its customary servicing procedures, to enforce, and maintain rights in respect of, the Deferred Fuel Cost Property and to impose, bill, charge, collect and receive the Deferred Fuel Cost Charge; (d) comply with each Requirement of Law, including all applicable Commission Regulations and guidelines, applicable to and binding on it relating to the Deferred Fuel Cost Property; (e) file all reports with the Commission required by the Financing Order; (f) file and maintain the effectiveness of UCC financing statements filed with the Commission and the Secretary of State of the State of Delaware with respect to the Deferred Fuel Cost Property; and (g) take such other action on behalf of the Issuer to ensure that the Lien of the Indenture Trustee on the Deferred Fuel Cost Collateral remains perfected and of first priority. The Servicer shall follow such customary and usual practices and procedures as it shall deem necessary or appropriate in its servicing of all or any portion of the Deferred Fuel Cost Property, which, in the Servicer’s judgment, may include the taking of legal action, at the Issuer’s expense but subject to the priority of payments set forth in Section 8.02(e) of the Indenture.

Section 3.03. Annual Reports on Compliance with Regulation AB.

(a) The Servicer shall deliver to the Issuer, the Indenture Trustee and the Rating Agencies, on or before the earlier of (a) March 31 of each year or (b) with respect to each calendar year during which the Issuer’s Annual Report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations thereunder, the date on which such Annual Report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations thereunder, certificates from a Responsible Officer of the Servicer (i) containing, and certifying as to, the statements of compliance required by Item 1123 (or any successor or similar items or rule) of Regulation AB, as then in effect, and (ii) containing, and certifying as to, the statements and assessment of compliance required by Item 1122(a) (or any successor or similar items or rule) of Regulation AB, as then in effect. These certificates may be in the form of the forms attached as Exhibit D and Exhibit E, with, in the case of Exhibit D, such changes as may be required to conform to the applicable securities law.

(b) The Servicer shall use commercially reasonable efforts to obtain, from each other party participating in the servicing function, any additional certifications as to the statements and assessment required under Item 1122 (or any successor or similar items or rule) or Item 1123 of Regulation AB to the extent required in connection with the filing of the Issuer’s Annual Report on Form 10-K; provided, however, that a failure to obtain such certifications shall not be a breach of the Servicer’s duties hereunder. The parties acknowledge that the Indenture Trustee’s certifications shall be limited to only the Item 1122 certifications described in Exhibit C to the Indenture.

(c) The initial Servicer, in its capacity as Depositor, shall post on its or its parent company’s website and file with or furnish to the SEC, in periodic reports and other reports as are required from time to time under Section 13 or Section 15(d) of the Exchange Act, the information described in Section 3.07(g) of the Indenture to the extent such information is reasonably available to the Depositor.

(d) Except to the extent permitted by applicable law, the Issuer shall not voluntarily suspend or terminate its filing obligations as the issuing entity with the SEC as described in Section 3.03(c).

Section 3.04. Annual Report by Independent Registered Public Accountants.

(a) The Servicer shall cause a firm of Independent registered public accountants (which may provide other services to the Servicer or the Seller) to prepare annually, and the Servicer shall deliver annually to the Issuer, the Indenture Trustee and the Rating Agencies on or before the earlier of (i) March 31 of each year, beginning March 31, 2025, or (ii) with respect to each calendar year during which the Issuer’s Annual Report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations thereunder, the date on which such Annual Report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations thereunder, a report (the “Annual Accountant’s Report”) regarding the Servicer’s assessment of compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB during the immediately preceding twelve (12) months ended December 31 (or, in the case of the first Annual Accountant’s Report to be delivered on or before March 31, 2025, the period of time from the date of this Servicing Agreement until December 31, 2024), in accordance with paragraph (b) of Rule 13a-18 and Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall at a minimum address each of the servicing criteria specified in Exhibit D. In the event that the accounting firm providing such report requires the Indenture Trustee to agree or

consent to the procedures performed by such firm, the Issuer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee shall deliver such letter of agreement or consent in conclusive reliance upon the direction of the Issuer, and the Indenture Trustee shall not make any independent inquiry or investigation as to, and shall have no obligation or liability in respect of the sufficiency, validity or correctness of such procedures.

(b) The Annual Accountant’s Report delivered pursuant to Section 3.04(a) shall also indicate that the accounting firm providing such report is independent of the Servicer in accordance with the rules of the Public Company Accounting Oversight Board and shall include any attestation report required under Item 1122(b) of Regulation AB, as then in effect. The costs of the Annual Accountant’s Report shall be reimbursable as an Operating Expense under the Indenture.

ARTICLE IV

SERVICES RELATED TO TRUE-UP ADJUSTMENTS

Section 4.01. True-Up Adjustments. From time to time, until the Collection in Full of the Charges, the Servicer shall identify the need for Semi-Annual True-Up Adjustments and Interim True-Up Adjustments and shall take all reasonable action to obtain and implement such True-Up Adjustments, all in accordance with the following:

(a) Expected Sinking Fund Schedule. The Expected Sinking Fund Schedule for the Deferred Fuel Cost Bonds is attached hereto as Exhibit F. If the Expected Sinking Fund Schedule is revised, the Servicer shall send a copy of such revised Expected Sinking Fund Schedule to the Issuer, the Indenture Trustee and the Rating Agencies promptly thereafter.

(b) True-Up Adjustments.

(i) Semi-Annual True-Up Adjustments and Filings. Prior to the beginning of VEPCO’s billing cycle for February and August, and at least every three months beginning twelve months prior to the Scheduled Final Payment Date for the latest maturing Tranche, the Servicer shall: (A) update the data and assumptions underlying the calculation of the Deferred Fuel Cost Charge, including projected electricity usage during the next two Remittance Periods and including Periodic Principal, interest and estimated Operating Expenses to be paid during such period, the average number of days between when electricity is consumed and when payments are received by VEPCO from customers through the normal billing process and write-offs; (B) determine the Periodic Payment Requirements and Periodic Billing Requirements for the next two Remittance Periods based on such updated data and assumptions; (C) determine the Deferred Fuel Cost Charge during the next two Remittance Periods based on such Periodic Billing Requirements and the terms of the Financing Order, the Tariff and any other tariffs filed pursuant thereto; (D) make all required public notices and other filings with the Commission to reflect the revised Deferred Fuel Cost Charge, including any Amendatory Schedule; and (E) take all reasonable actions and make all reasonable efforts to effect such Semi-Annual True-Up Adjustment and to enforce the provisions of the Deferred Fuel Cost Statute and the Financing Order; provided, that, in the case of any Semi-Annual True-Up Adjustment following the Scheduled Final Payment Date for the latest maturing Tranche, the Semi-Annual True-Up Adjustment will be calculated to ensure that the Deferred Fuel Cost Charge is sufficient to pay the Deferred Fuel Cost Bonds in full on the next Payment Date. The Servicer shall implement the revised Deferred Fuel Cost Charge, if any, resulting from such Semi-Annual True-Up Adjustment as of the Semi-Annual True-Up Adjustment Date.

(ii) Interim True-Up Adjustments and Filings. No later than 30 days prior to the first day of an applicable monthly billing cycle, the Servicer shall: (A) update the data and assumptions underlying the calculation of the Deferred Fuel Cost Charge, including projected electricity usage during the next two Remittance Periods and including Periodic Principal, interest and estimated expenses and fees of the Issuer to be paid during such period, the rate of delinquencies and write-offs; (B) determine the Periodic Payment Requirements and Periodic Billing Requirements for the next two Remittance Periods based on such updated data and assumptions; and (C) based upon such updated data and requirements, project whether existing and projected Deferred Fuel Cost Charge Collections together with available fund balances in the Excess Funds Subaccount, will be sufficient (x) to make on a timely basis all scheduled payments of Periodic Principal and interest in respect of each Tranche of Outstanding Deferred Fuel Cost Bonds during such Remittance Period, (y) to pay other Ongoing Financing Costs on a timely basis and (z) to maintain the Capital Subaccount at the Required Capital Level. If the Servicer determines that the Deferred Fuel Cost Charge will not be sufficient for such purposes, the Servicer shall, no later than the date described in the first sentence of this Section 4.01(b)(ii): (1) determine the Deferred Fuel Cost Charge during the next two Remittance Periods based on such Periodic Billing Requirements and the terms of the Financing Order, the Tariff and other tariffs filed pursuant thereto; (2) make all required public notices and other filings with the Commission to reflect the revised Deferred Fuel Cost Charge, including any Amendatory Schedule; and (3) take all reasonable actions and make all reasonable efforts to effect such Interim True-Up Adjustment and to enforce the provisions of the Deferred Fuel Cost Statute and the Financing Order.

(i) Notification of Amendatory Schedule Filings and True-Up Adjustments. Whenever the Servicer files an Amendatory Schedule with the Commission or implements a revised Deferred Fuel Cost Charge with notice to the Commission without filing an Amendatory Schedule, the Servicer shall send a copy of such filing or notice (together with a copy of all notices and documents that, in the Servicer’s reasonable judgment, are material to the adjustments effected by such Amendatory Schedule or notice) to the Issuer, the Indenture Trustee and the Rating Agencies concurrently therewith. If, for any reason a revised Deferred Fuel Cost Charge is not implemented and effective on the applicable date set forth herein, the Servicer shall notify the Issuer, the Indenture Trustee and each Rating Agency in writing by the end of the second Servicer Business Day after such applicable date.

(ii) Semi-Annual Servicer’s Certificate. Not later than five Servicer Business Days prior to each Payment Date or Special Payment Date, the Servicer shall deliver a written report substantially in the form of Exhibit C (the “Semi-Annual Servicer’s Certificate”) to the Issuer, the Indenture Trustee and the Rating Agencies, that shall include all of the following information (to the extent applicable and including any other information so specified in the Supplemental Indenture) as to the Deferred Fuel Cost Bonds with respect to such Payment Date or Special Payment Date or the period since the previous Payment Date, as applicable:

A. the amount of the payment to Holders allocable to principal, if any;

B. the amount of the payment to Holders allocable to interest;

C. the aggregate Outstanding Amount of the Deferred Fuel Cost Bonds, before and after giving effect to any payments allocated to principal reported under Section 4.01(c)(ii)(A);

D. the difference, if any, between the amount specified in Section 4.01(c)(ii)(C) and the Outstanding Amount specified in the Expected Sinking Fund Schedule;

E. any other transfers and payments to be made on such Payment Date or Special Payment Date, including amounts paid to the Indenture Trustee and to the Servicer; and

F. the amounts on deposit in the Capital Subaccount and the Excess Funds Subaccount, after giving effect to the foregoing payments.

(iii) Reports to Customers.

A. After each revised Deferred Fuel Cost Charge has gone into effect pursuant to a True-Up Adjustment, the Servicer shall, to the extent and in the manner and time frame required by applicable Commission Regulations, if any, cause to be prepared and delivered to Customers required notices, if any, announcing such revised Deferred Fuel Cost Charge.

B. The Servicer shall comply with the requirements of the Financing Order with respect to the filing of the Deferred Fuel Cost Rate Schedule to ensure that the Deferred Fuel Cost Charge is separate and apart from the Servicer’s other charges and appears as a separate line item on the Bills sent to Customers.

Section 4.02. Limitation of Liability.

(a) The Issuer and the Servicer expressly agree and acknowledge that:

(i) In connection with any True-Up Adjustment, the Servicer is acting solely in its capacity as the servicing agent hereunder.

(ii) None of the Servicer, the Issuer or the Indenture Trustee is responsible in any manner for, and shall have no liability whatsoever as a result of, any action, decision, ruling or other determination made or not made, or any delay (other than, in the case of the Servicer, any delay resulting from the Servicer’s failure to make any filings required by Section 4.01 in a timely and correct manner or any breach by the Servicer of its duties under this Servicing Agreement that adversely affects the Deferred Fuel Cost Property or the True-Up Adjustments), by the Commission in any way related to the Deferred Fuel Cost Property or in connection with any True-Up Adjustment, the subject of any filings under Section 4.01, any proposed True-Up Adjustment or the approval of any revised Deferred Fuel Cost Charge and the scheduled adjustments thereto.

(iii) Except to the extent that the Servicer is liable under Section 6.02, the Servicer shall have no liability whatsoever relating to the calculation of any revised Deferred Fuel Cost Charge and the scheduled adjustments thereto, including as a result of any inaccuracy of any of the assumptions made in such calculation regarding expected energy usage and the Collection Lag, write-offs and estimated expenses and fees of the Issuer so long as the Servicer has acted in good faith and has not acted in a grossly negligent manner in connection therewith, nor shall the Servicer have any liability whatsoever as a result of any Person, including the Holders, not receiving any payment, amount or return anticipated or expected or in respect of any Deferred Fuel Cost Bond.

(b) Notwithstanding the foregoing, this Section 4.02 shall not relieve the Servicer of liability for any misrepresentation by the Servicer under Section 6.01 or for any breach by the Servicer of its other obligations under this Servicing Agreement.

ARTICLE V

THE DEFERRED FUEL COST PROPERTY

Section 5.01. Custody of Deferred Fuel Cost Property Records. To assure uniform quality in servicing the Deferred Fuel Cost Property and to reduce administrative costs, the Issuer hereby revocably appoints the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer as custodian of any and all documents and records that the Servicer shall keep on file, in accordance with its customary procedures, relating to the Deferred Fuel Cost Property, including copies of the Financing Order and Amendatory Schedules relating thereto and all documents filed with the Commission in connection with any True-Up Adjustment and computational records relating thereto (collectively for the Deferred Fuel Cost Bonds, the “Deferred Fuel Cost Property Records”), which are hereby constructively delivered to the Indenture Trustee, as pledgee of the Issuer with respect to all Deferred Fuel Cost Property.

Section 5.02. Duties of Servicer as Custodian.

(a) Safekeeping. The Servicer shall hold the Deferred Fuel Cost Property Records on behalf of the Issuer and the Indenture Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to the Deferred Fuel Cost Property Records as shall enable the Issuer and the Indenture Trustee, as applicable, to comply with this Servicing Agreement, the Sale Agreement and the Indenture. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of care and diligence that the Servicer exercises with respect to comparable assets that the Servicer services for itself. The Servicer

shall promptly report to the Issuer, the Indenture Trustee and the Rating Agencies any failure on its part to hold the Deferred Fuel Cost Property Records and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuer or the Indenture Trustee of the Deferred Fuel Cost Property Records. The Servicer’s duties to hold the Deferred Fuel Cost Property Records set forth in this Section 5.02, to the extent the Deferred Fuel Cost Property Records have not been previously transferred to a successor Servicer pursuant to ARTICLE VII, shall terminate one year and one day after the earlier of (i) the date on which the Servicer is succeeded by a successor Servicer in accordance with ARTICLE VII and (ii) the first date on which no Deferred Fuel Cost Bonds are Outstanding.

(b) Maintenance of and Access to Records. The Servicer shall maintain the Deferred Fuel Cost Property Records at 000 Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000 or at its facility located at 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, or at such other office as shall be specified to the Issuer and the Indenture Trustee by written notice at least 30 days prior to any change in location. The Servicer shall make available for inspection, audit and copying to the Issuer and the Indenture Trustee or their respective duly authorized representatives, attorneys or auditors the Deferred Fuel Cost Property Records at such times during normal business hours as the Issuer or the Indenture Trustee shall reasonably request and that do not unreasonably interfere with the Servicer’s normal operations. Nothing in this Section 5.02(b) shall affect the obligation of the Servicer to observe any applicable law (including any Commission Regulation) prohibiting disclosure of information regarding Customers, and the failure of the Servicer to provide access to such information as a result of such obligation shall not constitute a breach of this Section 5.02(b).

(c) Release of Documents. Upon instruction from the Indenture Trustee (which may be at the direction of Holders) in accordance with the Indenture, the Servicer shall release any Deferred Fuel Cost Property Records to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place or places as the Indenture Trustee may designate, as soon as practicable. Nothing in this Section 5.02(c) shall affect the obligation of the Servicer to observe any applicable law (including any Commission Regulation) prohibiting disclosure of information regarding Customers, and the failure of the Servicer to provide access to such information as a result of such obligation shall not constitute a breach of this Section 5.02(c).

(d) Defending Deferred Fuel Cost Property Against Claims. To the extent not undertaken by the Seller pursuant to Section 4.08 of the Sale Agreement, the Servicer shall negotiate for the retention of legal counsel and such other experts as may be needed to institute and maintain any action or proceeding, on behalf of and in the name of the Issuer, necessary to compel performance by the Commission or the Commonwealth of Virginia of any of their obligations or duties under the Deferred Fuel Cost Statute and the Financing Order, and the Servicer agrees to assist the Issuer and its legal counsel in taking such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, as may be reasonably necessary to attempt to block or overturn any attempts to cause a repeal of, modification of or supplement to the Deferred Fuel Cost Statute or the Financing Order, or the rights of holders of Deferred Fuel Cost Property by legislative enactment, constitutional amendment or other means that would be

adverse to Holders. In any proceedings related to the exercise of the power of eminent domain by any locality to acquire a portion of VEPCO’s electric distribution facilities, the Servicer will assert that the court ordering such condemnation must treat such municipality as a successor to VEPCO under the Deferred Fuel Cost Statute and the Financing Order. The costs of any such action shall be payable as an Operating Expense in accordance with the priorities set forth in Section 8.02(e) of the Indenture. The Servicer’s obligations pursuant to this Section 5.02 shall survive and continue notwithstanding the fact that the payment of Operating Expenses pursuant to Section 8.02 of the Indenture and any supplemental indenture may be delayed; provided that, the Servicer is obligated to institute and maintain such action or proceedings only if it is being reimbursed on a current basis for its costs and expenses in taking such actions in accordance with Section 8.02 of the Indenture, and is not required to advance its own funds to satisfy these obligations.

Section 5.03. Custodian’s Indemnification. The Servicer as custodian shall indemnify the Issuer, any Independent Manager and the Indenture Trustee (for itself and for the benefit of the Holders) and each of their respective officers, directors, employees, affiliates and agents for, and defend and hold harmless each such Person from and against, any and all liabilities, obligations, losses, damages, payments and claims, and reasonable fees, costs or expenses, of any kind whatsoever (including attorneys’ fees and expenses, the cost investigation, litigation and courts costs, including the cost and expense of enforcement of this indemnification) (collectively, “Indemnified Losses”) that may be imposed on, incurred by or asserted against each such Person as the result of any grossly negligent act or omission in any way relating to the maintenance and custody by the Servicer, as custodian, of the Deferred Fuel Cost Property Records; provided, however, that the Servicer shall not be liable for any portion of any Indemnified Losses that are a direct result of the willful misconduct, bad faith or gross negligence of the Issuer, any Independent Manager or the Indenture Trustee, respectively. Indemnification under this Section 5.03 shall survive resignation or removal of the Indenture Trustee or any Independent Manager and shall also include reasonable out-of-pocket fees and expenses of investigation and litigation (including reasonable attorneys’ fees and expenses).

Section 5.04. Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Closing Date and shall continue in full force and effect until terminated pursuant to this Section 5.04. If the Servicer shall resign as Servicer in accordance with the provisions of this Servicing Agreement or if all of the rights and obligations of the Servicer shall have been terminated under Section 7.01, the appointment of the Servicer as custodian shall be terminated effective as of the date on which the termination or resignation of the Servicer is effective. Additionally, if not sooner terminated as provided above, the Servicer’s obligations as custodian shall terminate one year and one day after the date on which no Deferred Fuel Cost Bonds are Outstanding.

Section 5.05. Third-Party Suppliers. So long as any of the Deferred Fuel Cost Bonds are Outstanding, the Servicer shall take reasonable efforts to assure that no Third-Party Suppliers bills or collects the Deferred Fuel Cost Charge from any Customer on behalf of the Issuer unless required by applicable law or regulation and, to the extent permitted by applicable law or regulation, the Rating Agency Condition is satisfied. If a Third-Party Supplier does bill or collect the Deferred Fuel Cost Charge from any Customer on behalf of the Issuer, upon reasonable request of the Issuer, the Indenture Trustee or any Rating Agency, the Servicer shall take reasonable steps

to assure that such Third-Party Supplier provides to the Issuer, the Indenture Trustee or the Rating Agency, as the case may be, any public information in respect of such Third-Party Supplier, or any material information regarding the Deferred Fuel Cost Property to the extent it is reasonably available to such Third-Party Supplier, as may be reasonably necessary and permitted by law for the Issuer, the Indenture Trustee or the Rating Agency to monitor such Third-Party Supplier’s performance hereunder; provided, however, that any such request by the Indenture Trustee shall not create any obligation for the Indenture Trustee to verify the information provided to it or to monitor, review or supervise the performance of any Third-Party Supplier. In addition, so long as any of the Deferred Fuel Cost Bonds are Outstanding, the Servicer will use commercially reasonable efforts to ensure that such Third-Party Supplier provides to the Issuer, within a reasonable period of time after written request therefor, any information available to the Third-Party Supplier or reasonably obtainable by it that is necessary to calculate the Deferred Fuel Cost Charge.

ARTICLE VI

THE SERVICER

Section 6.01. Representations and Warranties of Servicer. The Servicer makes the following representations and warranties, as of the Closing Date, and as of such other dates as expressly provided in this Section 6.01, on which the Issuer and the Indenture Trustee are deemed to have relied in entering into this Servicing Agreement relating to the servicing of the Deferred Fuel Cost Property. The representations and warranties shall survive the execution and delivery of this Servicing Agreement, the sale of the Deferred Fuel Cost Property and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

(a) Organization and Good Standing. The Servicer is duly organized, validly existing and is in good standing under the laws of the Commonwealth of Virginia, with the requisite corporate power and authority to own its properties, to conduct its business as such properties are currently owned and such business is presently conducted by it, to service the Deferred Fuel Cost Property and hold the Deferred Fuel Cost Property Records, and to execute, deliver and carry out the terms of this Servicing Agreement.

(b) Due Qualification. The Servicer is duly qualified to do business, is in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business (including the servicing of the Deferred Fuel Cost Property as required under this Servicing Agreement) requires such qualifications, licenses or approvals (except where a failure to qualify would not be reasonably likely to have a material adverse effect on the Servicer’s business, operations, assets, revenues or properties or its ability to service the Deferred Fuel Cost Property).

(c) Power and Authority. The execution, delivery and performance of the terms of this Servicing Agreement have been duly authorized by all necessary corporate action on the part of the Servicer under its organizational or governing documents and laws.

(d) Binding Obligation. This Servicing Agreement constitutes a legal, valid and binding obligation of the Servicer enforceable against the Servicer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other laws relating to or affecting creditors’ rights generally from time to time in effect and to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law.

(e) No Violation. The consummation of the transactions contemplated by this Servicing Agreement do not conflict with, result in any breach of or constitute (with or without notice or lapse of time) a default under the Servicer’s articles of incorporation or bylaws or any indenture or other agreement or instrument to which the Servicer is a party or by which it or any of its property is bound, result in the creation or imposition of any Lien upon the Servicer’s properties pursuant to the terms of any such indenture or agreement or other instrument (other than any Lien that may be granted under the Basic Documents) or violate any existing law or any existing order, rule or regulation applicable to the Servicer of any Governmental Authority having jurisdiction over the Servicer or its properties.

(f) No Proceedings. To the Servicer’s knowledge, there are no proceedings or investigations pending or, to the Servicer’s knowledge, threatened against the Servicer before any Governmental Authority having jurisdiction over the Servicer or its properties: (i) seeking to prevent issuance of the Deferred Fuel Cost Bonds or the consummation of the transactions contemplated by this Servicing Agreement or any of the other Basic Documents, or, if applicable, any supplement to the Indenture or amendment to the Sale Agreement; (ii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Servicer of its obligations under, or the validity or enforceability against the Servicer of, this Servicing Agreement or any of the other Basic Documents or, if applicable, any supplement to the Indenture or amendment to the Sale Agreement; or (iii) relating to the Servicer and that could reasonably be expected to materially and adversely affect the treatment of the Deferred Fuel Cost Bonds for federal or state income, gross receipts or franchise tax purposes;

(g) Approvals. No governmental approvals, authorizations, consents, orders or other actions or filings with any Governmental Authority are required for the Servicer to execute, deliver and perform its obligations under this Servicing Agreement except those that have previously been obtained or made, those that are required to be made by the Servicer in the future pursuant to Article IV and those that the Servicer may need to file in the future to continue the effectiveness of any financing statements; and

(h) Reports and Certificates. Each report and certificate delivered in connection with any filing made to the Commission by the Servicer on behalf of the Issuer with respect to the Deferred Fuel Cost Charge or True-Up Adjustments will constitute a representation and warranty by the Servicer that each such report or certificate, as the case may be, is true and correct in all material respects; provided, however, that, to the extent any such report or certificate is based in part upon or contains assumptions, forecasts or other predictions of future events, the representation and warranty of the Servicer with respect thereto will be limited to the representation and warranty that such assumptions, forecasts or other predictions of future events are reasonable based upon historical performance and facts known to the Servicer on the date such report or certificate is delivered.

Section 6.02. Indemnities of Servicer; Release of Claims. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Servicing Agreement.

(a) The Servicer shall indemnify the Issuer, the Indenture Trustee (for itself and for the benefit of the Holders) and the Independent Manager and each of their respective officers, directors, employees, affiliates and agents (each, an “Indemnified Party”), for, and defend and hold harmless each such Person from and against, any and all Indemnified Losses imposed on, incurred by or asserted against any such Indemnified Party as a result of (i) the Servicer’s willful misconduct, bad faith or gross negligence in the performance of, or reckless disregard of, its duties or observance of its covenants under this Servicing Agreement, (ii) the Servicer’s material breach of any of its representations or warranties that results in a Servicer Default under this Servicing Agreement; and (iii) any claim, dispute or litigation relating to the Servicer’s status and obligations as Servicer (other than any proceeding the Servicer is required to institute under this Servicing Agreement), except to the extent of Indemnified Losses that are the direct result of the willful misconduct, bad faith or gross negligence of such Indemnified Party, as applicable, seeking indemnification hereunder or resulting from a breach of a representation or warranty made by such Person seeking indemnification hereunder in any of the Basic Documents that gives rise to the Servicer’s breach.

(b) For purposes of Section 6.02(a), in the event of the termination of the rights and obligations of VEPCO (or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, or a resignation by such Servicer pursuant to this Servicing Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer pursuant to Section 7.02.

(c) Indemnification under this Section 6.02 shall survive any repeal of, modification of, or supplement to, or judicial invalidation of, the Deferred Fuel Cost Statute or the Financing Order and shall survive the resignation or removal of the Indenture Trustee or any Independent Manager or the termination of this Servicing Agreement and shall include all Indemnified Losses.

(d) Except to the extent expressly provided in this Servicing Agreement or the other Basic Documents (including the Servicer’s claims with respect to the Servicing Fee and the payment of the purchase price of Deferred Fuel Cost Property), the Servicer hereby releases and discharges the Issuer, any Independent Manager and the Indenture Trustee, and each of their respective trustees, officers, directors, employees, affiliates and agents (collectively, the “Released Parties”), from any and all actions, claims and demands whatsoever, whenever arising, which the Servicer, in its capacity as Servicer or otherwise, shall or may have against any such Person relating to the Deferred Fuel Cost Property or the Servicer’s activities with respect thereto, other than any actions, claims and demands directly resulting from the willful misconduct, bad faith or gross negligence of the Released Parties.

(e) The Servicer shall not be required to indemnify an Indemnified Party for any amount paid or payable by such Indemnified Party in the settlement of any action, proceeding or investigation without the written consent of the Servicer, which consent shall not be unreasonably withheld. Promptly after receipt by an Indemnified Party of written notice (or, in the case of the Indenture Trustee, receipt of written notice by a Responsible Officer only) of the

commencement of any action, proceeding or investigation, such Indemnified Party shall, if a claim in respect thereof is to be made against the Servicer under this Section 6.02, notify the Servicer in writing of the commencement thereof. Failure by an Indemnified Party to so notify the Servicer shall relieve the Servicer from the obligation to indemnify and hold harmless such Indemnified Party under this Section 6.02 only to the extent that the Servicer suffers actual prejudice as a result of such failure. With respect to any action, proceeding or investigation brought by a third party for which indemnification may be sought under this Section 6.02, the Servicer shall be entitled to conduct and control, at its expense and with counsel of its choosing that is reasonably satisfactory to such Indemnified Party, the defense of any such action, proceeding or investigation (in which case the Servicer shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Indemnified Party except as set forth below); provided, that the Indemnified Party shall have the right to participate in such action, proceeding or investigation through counsel chosen by it and at its own expense. Notwithstanding the Servicer’s election to assume the defense of any action, proceeding or investigation, the Indemnified Party shall have the right to employ separate counsel (including local counsel), and the Servicer shall bear the reasonable fees, costs and expenses of such separate counsel, if (i) the defendants in any such action include both the Indemnified Party and the Servicer and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Servicer, (ii) the Servicer shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of the institution of such action, (iii) the Servicer shall authorize the Indemnified Party to employ separate counsel at the expense of the Servicer or (iv) in the case of the Indenture Trustee, such action exposes the Indenture Trustee to a material risk of criminal liability or forfeiture or a Servicer Default has occurred and is continuing. Notwithstanding the foregoing, the Servicer shall not be obligated to pay for the fees, costs and expenses of more than one separate counsel for the Indemnified Parties other than one local counsel, if appropriate. The Servicer will not, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought under this Section 6.02 (whether or not the Indemnified Party is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of the Indemnified Party from all liability arising out of such claim, action, suit or proceeding.

Section 6.03. Binding Effect of Servicing Obligations. The obligations to continue to provide service and to collect and account for the Deferred Fuel Cost Charge will be binding upon the Servicer, any Successor and any other entity that provides retail electric services to a Person that is a Customer so long as the Deferred Fuel Cost Charge has not been fully collected and posted. Any Person (a) into which the Servicer may be merged, converted or consolidated and that is a Permitted Successor, (b) that may result from any merger, conversion or consolidation to which the Servicer shall be a party and that is a Permitted Successor, (c) that may succeed to the properties and assets of the Servicer substantially as a whole and that is a Permitted Successor or (d) that otherwise is a Permitted Successor, which Person in any of the foregoing cases executes an agreement of assumption to perform all of the obligations of the Servicer hereunder, shall be the successor to the Servicer under this Servicing Agreement without further act on the part of any of the parties to this Servicing Agreement; provided, however, that (i) immediately after giving effect to such transaction, no representation or

warranty made pursuant to Section 6.01 shall have been breached and no Servicer Default and no event that, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing; (ii) the Servicer shall have delivered to the Issuer and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel from external counsel stating that such consolidation, conversion, merger or succession and such agreement of assumption complies with this Section 6.03 and that all conditions precedent, if any, provided for in this Servicing Agreement relating to such transaction have been complied with; (iii) the Servicer shall have delivered to the Issuer, the Indenture Trustee and the Rating Agencies an Opinion of Counsel from external counsel of the Servicer either (A) stating that, in the opinion of such counsel, all filings to be made by the Servicer, including filings with the Commission pursuant to the Deferred Fuel Cost Statute and the Virginia or Delaware UCC, that are necessary to fully preserve, perfect and maintain the priority of the interests of the Issuer and the Liens of the Indenture Trustee in the Deferred Fuel Cost Property have been executed and filed and are in full force and effect and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve, perfect and maintain such interests; (iv) the Servicer shall have delivered to the Issuer, the Indenture Trustee and the Rating Agencies an Opinion of Counsel from independent tax counsel stating that, for U.S. federal income tax purposes, such consolidation, conversion, merger or succession and such agreement of assumption will not result in a material adverse U.S. federal income tax consequence to the Issuer or the Holders; and (v) the Servicer shall have given the Rating Agencies prior written notice of such transaction. When any Person (or more than one Person) acquires the properties and assets of the Servicer substantially as a whole or otherwise becomes the successor, by merger, conversion, consolidation, sale, transfer, lease or otherwise, to all or substantially all the assets of the Servicer in accordance with the terms of this Section 6.03, then, upon satisfaction of all of the other conditions of this Section 6.03, the preceding Servicer shall automatically and without further notice be released from all its obligations hereunder (except for responsibilities for its actions prior to such release).

Section 6.04. Limitation on Liability of Servicer and Others.

(a) Except as otherwise provided under this Servicing Agreement, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be liable to the Issuer or any other Person for any action taken or for refraining from the taking of any action pursuant to this Servicing Agreement or for good faith errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of gross negligence, recklessness or willful misconduct in the performance of duties or by reason of reckless disregard of obligations and duties under this Servicing Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person, respecting any matters arising under this Servicing Agreement.

(b) Except as provided in this Servicing Agreement, including Section 5.02(d), the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action relating to the Deferred Fuel Cost Property that is not related to one of the Servicer’s enumerated duties in this Servicing Agreement or related to its obligation to pay indemnification, and that in its reasonable opinion may cause it to incur any expense or liability; provided, however, that the Servicer may, in respect of any Proceeding, undertake any action that it is not specifically identified in this Servicing Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or appropriate in order to protect the rights and duties of the Issuer or the Indenture Trustee under this Servicing Agreement and the interests of the Holders under this Servicing Agreement.

Section 6.05. VEPCO Not to Resign as Servicer. Subject to the provisions of Section 6.03, VEPCO shall not resign from the obligations and duties imposed on it as Servicer under this Servicing Agreement except upon a determination that the performance of its duties under this Servicing Agreement shall no longer be permissible under applicable Requirements of Law. Notice of any such determination permitting the resignation of VEPCO shall be communicated to the Issuer, the Indenture Trustee and each Rating Agency at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time), and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered to the Issuer and the Indenture Trustee concurrently with or promptly after such notice. No such resignation shall become effective until a Successor Servicer has assumed the servicing obligations and duties hereunder of the Servicer in accordance with Section 7.02.

Section 6.06. Servicing Compensation.

(a) In consideration for its services hereunder, until the Collection in Full of the Charges, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.05% of the aggregate initial principal amount of all Deferred Fuel Cost Bonds plus reimbursable expenses for so long as VEPCO or an Affiliate of VEPCO is the Servicer or (ii) if VEPCO or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, provided that the annual Servicing Fee shall not exceed 0.60% of the aggregate initial principal amount of all Deferred Fuel Cost Bonds. The Servicing Fee owing shall be calculated based on the initial principal amount of the Deferred Fuel Cost Bonds and shall be paid semi-annually, with half of the Servicing Fee being paid on each Payment Date, except that the amount of the fee to be paid on the first Payment Date shall be calculated based on the number of days that this Servicing Agreement has been in effect as of such date. The Servicer shall also be entitled to retain as additional compensation (i) any interest earnings on Deferred Fuel Cost Charge Collections received by the Servicer and invested by the Servicer prior to remittance to the Collection Account and (ii) all late payment charges, if any, collected from Customers; provided, however, that if the Servicer fails to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than 5 occasions during the period that the Deferred Fuel Cost Bonds are Outstanding, then thereafter the Servicer shall pay to the Indenture Trustee interest accrued at the Federal Funds Rate on each Daily Remittance from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made. In addition, the Servicer shall be entitled to be reimbursed by the Issuer for filing fees and fees and expenses for attorneys, accountants, printing or other professional services retained by the Issuer and paid for by the Servicer (or procured by the Servicer on behalf of the Issuer and paid for by the Servicer) to meet the Issuer’s obligations under the Basic Documents (“Reimbursable Expenses”). Except for such Reimbursable Expenses, the Servicer shall be required to pay all other costs and expenses incurred by the Servicer in performing its activities hereunder (but, for the avoidance of doubt, excluding any such costs and expenses incurred by the Servicer in its capacity as Administrator to the extent the Servicer is then serving as Administrator).

(b) The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date shall be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture.

(c) The Servicer and the Issuer acknowledge and agree that the Deferred Fuel Cost Charge Collections on some days might exceed the Servicer’s deemed collections, and that the Deferred Fuel Cost Charge Collections on other days might be less than the Servicer’s deemed collections. The Servicer and the Issuer further acknowledge and agree that the amount of these variances are likely to be small and are not likely to be biased in favor of over-remittances or under-remittances. Consequently, so long as the Servicer faithfully makes all daily remittances based on the Collection Lag, as provided for herein, the Servicer and the Issuer agree that no actual or deemed investment earnings shall be payable in respect of such over-remittances or under-remittances.

(d) The Issuer and the Servicer acknowledge and agree that the foregoing Servicing Fee constitutes a fair and reasonable compensation for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to any limitations on such expenses set forth in the Financing Order.

(e) Any services required for or contemplated by the performance of the above-referenced services by the Servicer to be provided by unaffiliated third parties may, if provided for or otherwise contemplated by the Financing Order and if the Issuer deems it necessary or appropriate, be arranged by the Issuer or by the Servicer at the direction (which may be general or specific) of the Issuer. Costs and expenses associated with the contracting for such third-party professional services may be paid directly by the Issuer or paid by the Servicer and reimbursed by the Issuer in accordance with Section 6.06(a), or otherwise as the Servicer and the Issuer may mutually arrange. It is expressly acknowledged that the payment of fees to the Rating Agencies shall be at the expense of the Issuer and that, if the Servicer advances such payments to the Rating Agencies, the Issuer shall reimburse the Servicer for any such advances.

Section 6.07. Compliance with Applicable Law. The Servicer covenants and agrees, in servicing the Deferred Fuel Cost Property, to comply in all material respects with all laws applicable to, and binding upon, the Servicer and relating to the Deferred Fuel Cost Property, the noncompliance with which would reasonably be expected to have a material adverse effect on the value of the Deferred Fuel Cost Property; provided, however, that the foregoing is not intended to, and shall not, impose any liability on the Servicer for noncompliance with any Requirement of Law that the Servicer is contesting in good faith in accordance with its customary standards and procedures.

Section 6.08. Access to Certain Records and Information Regarding Deferred Fuel Cost Property. The Servicer shall provide to the Indenture Trustee access to the Deferred Fuel Cost Property Records as is reasonably required for the Indenture Trustee to perform its duties and obligations under the Indenture and the other Basic Documents and shall provide access to such records to Holders as required by applicable law. Access shall be afforded without charge, but only upon reasonable request and during normal business hours at the offices of the Servicer. Nothing in this Section 6.08 shall affect the obligation of the Servicer to observe any applicable law (including any Commission Regulation) prohibiting disclosure of information regarding Customers, and the failure of the Servicer to provide access to such information as a result of such obligation shall not constitute a breach of this Section 6.08.

Section 6.09. Appointments. The Servicer may at any time appoint any Person to perform all or any portion of its obligations as Servicer hereunder; provided, however, that, unless such Person is an Affiliate of VEPCO, the Rating Agency Condition shall have been satisfied in connection therewith; provided, further, that the Servicer shall remain obligated and be liable under this Servicing Agreement for the servicing and administering of the Deferred Fuel Cost Property in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Person and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Deferred Fuel Cost Property. The fees and expenses of any such Person shall be as agreed between the Servicer and such Person from time to time, and none of the Issuer, the Indenture Trustee, the Holders or any other Person shall have any responsibility (or liability) therefor or right or claim thereto. Any such appointment shall not constitute a Servicer resignation under Section 6.05.

Section 6.10. No Servicer Advances. The Servicer shall not make any advances of interest on or principal of the Deferred Fuel Cost Bonds.

Section 6.11. Remittances.

(a) The Deferred Fuel Cost Charge Collections on any Servicer Business Day (the “Daily Remittance”) shall be calculated according to the procedures set forth in Exhibit A and remitted by the Servicer as soon as reasonably practicable to the General Subaccount of the Collection Account but in no event later than two Servicer Business Days following such Servicer Business Day. Prior to each remittance to the General Subaccount of the Collection Account pursuant to this Section 6.11, the Servicer shall provide written notice (which may be via electronic means, including electronic mail) to the Indenture Trustee and, upon request, to the Issuer of each such remittance (including the exact dollar amount to be remitted). The Servicer shall also, promptly upon receipt, remit to the Collection Account any other proceeds of the Deferred Fuel Cost Collateral that it may receive from time to time. Reconciliations of bank statements shall be as set forth in Exhibit A.

(b) The Servicer agrees and acknowledges that it holds all Deferred Fuel Cost Charge Payments collected by it and any other proceeds of the Deferred Fuel Cost Collateral received by it for the benefit of the Indenture Trustee and the Holders and that all such amounts will be remitted by the Servicer in accordance with this Section 6.11 without any surcharge, fee, offset, charge or other deduction except as provided in clause (c) below and for late fees and interest earnings permitted by Section 6.06. The Servicer further agrees not to make any claim to reduce its obligation to remit all Deferred Fuel Cost Charge Payments collected by it in accordance with this Servicing Agreement.

(c) At least annually, on or before March 1 of each year, commencing with March 1, 2025, the Servicer shall calculate the amount of any Remittance Shortfall or Excess Remittance attributable to the prior Reconciliation Period and (A) if a Remittance Shortfall exists, the Servicer shall make a supplemental remittance to the General Subaccount of the Collection Account within two Servicer Business Days following such calculation in the amount of such Remittance Shortfall, or (B) if an Excess Remittance exists, the Servicer may reduce the amount of each Daily Remittance Amount to be made to the General Subaccount of the Collection Account on succeeding Servicer Business Days in an amount equal to the amount of such Excess Remittance until the balance of such Excess Remittance has been reduced to zero. The Servicer shall deliver a written report no later than March 31 of each year, commencing with March 31, 2025 setting forth in reasonable detail the calculation of any Excess Remittance or Remittance Shortfall to the Issuer, the Indenture Trustee and the Rating Agencies. Consistent with Section 6.06 (c), the Servicer and the Issuer agree that no actual or deemed investment earnings shall be payable in respect of any Remittance Shortfall. Under no circumstance shall the Indenture Trustee be responsible or liable for any reporting or reconciliation requirements of the Servicer hereunder.

Section 6.12. Maintenance of Operations. Subject to Section 6.03, VEPCO agrees to continue, unless prevented by circumstances beyond its control, to operate its retail electric business so long as it is acting as the Servicer under this Servicing Agreement.

ARTICLE VII

DEFAULT

Section 7.01. Servicer Default. If any one or more of the following events (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 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 a Responsible Officer of the Servicer;

(b) any failure on the part of the Servicer or, so long as the Servicer is VEPCO or an Affiliate thereof, any failure on the part of VEPCO, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or VEPCO, as the case may be, set forth in this Servicing Agreement (other than as provided in Section 7.01(a) or Section 7.01(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 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 VEPCO, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or the Indenture Trustee or (B) such failure is discovered by a Responsible Officer of the Servicer;

(c) any failure by the Servicer duly to perform its obligations under Section 4.01(b) in the time and manner set forth therein, which failure continues unremedied for a period of five Business Days;

(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 60 days after the date on which (i) 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 (ii) such failure is discovered by a Responsible Officer of the Servicer; or

(e) an Insolvency Event occurs with respect to the Servicer or VEPCO;

then, and in each and every case, so long as the Servicer Default shall not have been remedied, the Indenture Trustee shall, upon the written instruction of the Holders of a majority of the Outstanding Amount of the Deferred Fuel Cost Bonds, by notice then given in writing to the Servicer (a “Termination Notice”), 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 under this Servicing Agreement. In addition, upon a Servicer Default described in Section 7.01(a), the Holders and the Indenture Trustee as financing parties under the Deferred Fuel Cost Statute (or any of their representatives) shall be entitled to apply to the Commission or a court of appropriate jurisdiction for an order for sequestration and payment of revenues arising with respect to the 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 Deferred Fuel Cost Bonds, the Deferred Fuel Cost Property, the 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 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 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 Deferred Fuel Cost Property or the Deferred Fuel Cost Charge. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the 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 attorneys’ fees and expenses and any court costs) incurred in connection with transferring the

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 VEPCO as Servicer shall not terminate VEPCO’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

Section 7.02. Appointment of Successor.

(a) Upon the Servicer’s receipt of a Termination Notice pursuant to Section 7.01 or the Servicer’s resignation or removal in accordance with the terms of this Servicing Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Servicing Agreement and shall be entitled to receive the requisite portion of the Servicing Fee, until a successor Servicer shall have assumed in writing the obligations of the Servicer hereunder as described below. In the event of the Servicer’s removal or resignation hereunder, the Indenture Trustee may, at the written direction and with the consent of the Holders of a majority of the Outstanding Amount of the Deferred Fuel Cost Bonds, appoint a successor Servicer with the Issuer’s prior written consent thereto (which consent shall not be unreasonably withheld), and the successor Servicer shall accept its appointment by a written assumption in form reasonably acceptable to the Issuer and the Indenture Trustee and provide prompt written notice of such assumption to the Issuer and the Rating Agencies. If, within 30 days after the delivery of the Termination Notice, a new Servicer shall not have been appointed, the Indenture Trustee may, at the direction of the Holders of a majority of the Outstanding Amount of the Deferred Fuel Cost Bonds, petition the Commission or a court of competent jurisdiction to appoint a successor Servicer under this Servicing Agreement. A Person shall qualify as a successor Servicer only if (i) such Person is permitted under any applicable Commission Regulations to perform the duties of the Servicer, (ii) the Rating Agency Condition shall have been satisfied and (iii) such Person enters into a servicing agreement with the Issuer having substantially the same provisions as this Servicing Agreement. In no event shall the Indenture Trustee be liable for its appointment of a successor Servicer. The Indenture Trustee’s fees, costs and expenses (including any attorneys’ fees and expenses and court costs) incurred under this Section 7.02(a) shall be at the sole expense of the Issuer and payable from the Collection Account as provided in Section 8.02 of the Indenture.

(b) Upon appointment, the successor Servicer shall be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter placed on the predecessor Servicer and shall be entitled to the Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions of this Servicing Agreement.

Section 7.03. Waiver of Past Defaults. The Indenture Trustee, upon the written direction of the Holders of a majority of the Outstanding Amount of the Deferred Fuel Cost Bonds, may waive in writing any default by the Servicer in the performance of its obligations hereunder and its consequences, except a default in making any required deposits to the Collection Account in accordance with this Servicing Agreement. Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Default arising therefrom shall be deemed to have been remedied for every purpose of this Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereto. Promptly after the execution of any such waiver, the Servicer shall furnish copies of such waiver to each of the Rating Agencies.

Section 7.04. Notice of Servicer Default. The Servicer shall deliver to the Issuer, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice of any event that, with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 7.01.

Section 7.05. Cooperation with Successor. The Servicer covenants and agrees with the Issuer that it will, on an ongoing basis, cooperate with the successor Servicer and provide whatever information is, and take whatever actions are, reasonably necessary to assist the successor Servicer in performing its obligations hereunder.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 8.01. Amendment.

(a) This Servicing Agreement may be amended in writing by the Servicer and the Issuer with 10 Business Days’ prior written notice given to the Rating Agencies, but without the consent of the Holders, (i) to cure any ambiguity, to correct or supplement any provisions in this Servicing Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Servicing Agreement or of modifying in any manner the rights of the Holders; provided, however, that such action shall not, as evidenced by an Officer’s Certificate delivered to the Issuer and the Indenture Trustee, adversely affect in any material respect the interests of any Holder, or (ii) to conform the provisions hereof to the description of this Servicing Agreement in the Prospectus. Promptly after the execution of any such amendment, the Issuer shall furnish a copy of such amendment to each of the Rating Agencies.

(b) This Servicing Agreement may also be amended, for any purpose not covered by Section 8.01(a) above, in writing by the Servicer and the Issuer with the prior written consent of the Indenture Trustee (which consent shall be given solely in reliance on the Opinions of Counsel set forth in Section 8.01(c) below) and the satisfaction of the Rating Agency Condition; provided that any such amendment may not adversely affect the interest of any Holder in any material respect without the consent of the Holders of a majority of the Outstanding Amount of the Deferred Fuel Cost Bonds. Promptly after the execution of any such amendment or consent, the Issuer shall furnish a copy of such amendment or consent to each of the Rating Agencies.

It shall not be necessary for the consent of Holders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.

(c) Prior to the execution of any amendment to this Servicing Agreement, the Indenture Trustee shall be entitled to receive and rely upon (i) an Opinion of Counsel, which counsel may be an employee of and counsel to the Issuer or the Servicer and which shall be reasonably satisfactory to the Indenture Trustee, or, in the Indenture Trustee’s sole judgment, external counsel of the Servicer, stating that the execution of such amendment is authorized or permitted by this

Servicing Agreement and that any conditions precedent provided for in this Servicing Agreement relating to such amendment have been complied with and (ii) an Opinion of Counsel covering the matters referred to in Section 3.01(c)(i) hereof. The Indenture Trustee may, but shall not be obligated to, enter into any amendment, supplement, modification, or waiver that in any way affects the Indenture Trustee’s rights, powers, privileges, protections, limitations of liability, indemnities, duties or immunities under this Servicing Agreement or otherwise.

Section 8.02. Maintenance of Accounts and Records.

(a) The Servicer shall maintain accounts and records as to the Deferred Fuel Cost Property accurately and in accordance with its standard accounting procedures and in sufficient detail to permit reconciliation between Deferred Fuel Cost Charge Payments received by the Servicer and the Deferred Fuel Cost Charge Collections from time to time deposited in the Collection Account.

(b) The Servicer shall permit the Indenture Trustee (which may be at the direction of Holders) and its agents, including its attorneys and/or accountants, at any time during normal business hours, upon reasonable notice to the Servicer and to the extent it does not unreasonably interfere with the Servicer’s normal operations, to inspect, audit and make copies of and abstracts from the Servicer’s records regarding the Deferred Fuel Cost Property and the Deferred Fuel Cost Charge. Nothing in this Section 8.02(b) shall affect the obligation of the Servicer to observe any applicable law (including any Commission Regulation) prohibiting disclosure of information regarding Customers, and the failure of the Servicer to provide access to such information as a result of such obligation shall not constitute a breach of this Section 8.02(b).

Section 8.03. Notices. Any notice, report or other communication given hereunder shall be in writing and shall be effective (i) upon receipt when sent through the mails, registered or certified mail, return receipt requested, postage prepaid, with such receipt to be effective the date of delivery indicated on the return receipt, (ii) upon receipt when sent by an overnight courier, (iii) on the date personally delivered to an authorized officer of the party to which sent or (iv) on the date transmitted by facsimile or other electronic transmission with a confirmation of receipt in all cases, addressed as follows:

(a) in the case of the Servicer, to Virginia Electric and Power Company at (i) 000 Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Telephone: (000) 000-0000, Email: Attention: Treasurer and (ii) 000 Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Telephone: (000) 000-0000, Email: , Attention: Assistant Treasurer;

(b) in the case of the Issuer, to Virginia Power Fuel Securitization, LLC, at (i) 000 Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Telephone: (000) 000-0000, Email: , Attention: Treasurer and (ii) 000 Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Telephone: (000) 000-0000, Email: , Attention: Assistant Treasurer;

(d) in the case of S&P, to Standard & Poor’s Ratings Group, Inc., Structured Credit Surveillance, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Telephone: (000) 000-0000, Email: xxxxxxxx_xxxxxxx@xxxxxxxxxxxxxxxx.xxx (all such notices to be delivered to S&P in writing by email); and

(e) in the case of Moody’s, to Xxxxx’x Investors Service, Inc., ABS/RMBS Monitoring Department, 24^th Floor, 0 Xxxxx Xxxxx Xxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Email: XxxxxxxxXxxxxxx@xxxxxx.xxx (all such notice to be delivered to Moody’s in writing by email), and XXXXXXXxxxxxxxxx@xxxxxx.xxx (for notices).

Each party hereto may, by notice given in accordance herewith to the other party or parties hereto, designate any further or different address to which subsequent notices, reports and other communications shall be sent.

Section 8.04. Assignment. Notwithstanding anything to the contrary contained herein, except as provided in Section 6.03 and as provided in the provisions of this Servicing Agreement concerning the resignation of the Servicer, this Servicing Agreement may not be assigned by the Servicer.

Section 8.05. Limitations on Rights of Others. The provisions of this Servicing Agreement are solely for the benefit of the Servicer and the Issuer and, to the extent provided herein or in the other Basic Documents, the Indenture Trustee and the Holders, and the other Persons expressly referred to herein, and such Persons shall have the right to enforce the relevant provisions of this Servicing Agreement. Nothing in this Servicing Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Deferred Fuel Cost Property or Deferred Fuel Cost Collateral or under or in respect of this Servicing Agreement or any covenants, conditions or provisions contained herein.

Section 8.06. Severability. Any provision of this Servicing Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remainder of such provision (if any) or the remaining provisions hereof (unless such a construction shall be unreasonable), and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 8.07. Separate Counterparts. This Servicing Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. The parties hereto agree that this Servicing Agreement may be electronically signed, that any digital or electronic signatures (including pdf, facsimile or electronically imaged signatures provided by AdobeSign, DocuSign, Diligent Board or any other digital signature provider as specified and agreed upon in writing to the other parties) appearing on this Servicing Agreement are the same as handwritten signatures for the purposes of validity, enforceability and admissibility, and that delivery of any such electronic signature to, or a signed copy of, this Servicing Agreement may be made by facsimile, email or other electronic transmission.

Section 8.08. Governing Law. This Servicing Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Section 8.09. Assignment to Indenture Trustee. The Servicer hereby acknowledges and consents to any mortgage, pledge, assignment and grant of a security interest by the Issuer to the Indenture Trustee for the benefit of the Secured Parties pursuant to the Indenture of any or all of the Issuer’s rights hereunder. In no event shall the Indenture Trustee have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates delivered pursuant hereto, as to all of which any recourse shall be had solely to the assets of the Issuer subject to the availability of funds therefor under Section 8.02 of the Indenture.

Section 8.10. Nonpetition Covenant. Notwithstanding any prior termination of this Servicing Agreement or the Indenture, the Servicer shall not, prior to the date that is one year and one day after the payment in full of the Deferred Fuel Cost Bonds and any other amounts owed under the Indenture, acquiesce, petition or otherwise invoke or cause the Issuer to invoke the process of any Governmental Authority for the purpose of commencing or sustaining an involuntary case against the Issuer under any U.S. federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or any substantial part of the property of the Issuer; or ordering the dissolution, winding up or liquidation of the affairs of the Issuer.

Section 8.11. Limitation of Liability. It is expressly understood and agreed by the parties hereto that this Servicing Agreement is executed and delivered by the Indenture Trustee, not individually or personally but solely as Indenture Trustee in the exercise of the rights, powers and authority conferred and vested in it.

Section 8.12. Rule 17g-5 Compliance. The Servicer agrees that any notice, report, request for satisfaction of the Rating Agency Condition, document or other information provided by the Servicer to any Rating Agency under this Servicing Agreement or any other Basic Document to which it is a party for the purpose of determining the initial credit rating of the Deferred Fuel Cost Bonds or undertaking credit rating surveillance of the Deferred Fuel Cost Bonds with any Rating Agency, or satisfy the Rating Agency Condition, shall be substantially concurrently posted by the Servicer on the 17g-5 Website.

Section 8.13. Indenture Trustee Actions. In acting hereunder, the Indenture Trustee shall have and be entitled to all rights, privileges, powers, benefits, protections, indemnities, limitations of liability and immunities granted to it under the Indenture and any other Basic Document.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Servicing Agreement to be duly executed by their respective officers as of the day and year first above written.


VIRGINIA ELECTRIC AND POWER COMPANY,
as Servicer

By:	/s/ Xxxxx X. XxXxxxxxx
	Name:	Xxxxx X. XxXxxxxxx
	Title:	Vice President – Investor Relations and Treasurer

VIRGINIA POWER FUEL SECURITIZATION, LLC,
as Issuer

By:	/s/ Xxxxx X. XxXxxxxxx
	Name:	Xxxxx X. XxXxxxxxx
	Title:	Treasurer

ACKNOWLEDGED AND ACCEPTED:

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

not in its individual capacity, but solely in its capacity as Indenture Trustee


By:		/s/ Xxxx X Xxxxxxx
Name:		Xxxx X. Xxxxxxx
Title:		Vice President

Signature Page to Servicing Agreement

EXHIBIT A

SERVICING PROCEDURES

The Servicer agrees to comply with the following servicing procedures:

SECTION 1. Definitions.

Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Servicing Agreement (the “Agreement”).

SECTION 2. Data Acquisition.

(a) Installation and Maintenance of Meters. The Servicer shall cause to be installed, replaced and maintained meters in accordance with the Servicer Policies and Practices.

(b) Meter Reading. In accordance with the Servicer Policies and Practices, the Servicer shall obtain usage measurements for each Customer or determine any Customer’s usage on the basis of estimates in accordance with Commission Regulations.

(c) Cost of Metering. The Issuer shall not be obligated to pay any costs associated with the metering duties set forth in this Section 2, including the costs of installing, replacing and maintaining meters, nor shall the Issuer be entitled to any credit against the Servicing Fee for any cost savings realized by the Servicer as a result of new metering and/or billing technologies.

SECTION 3. Usage and Bill Calculation.

The Servicer shall obtain a calculation of each Customer’s usage (which may be based on data obtained from such Customer’s meter read or on usage estimates determined in accordance with Commission Regulations) in accordance with the Servicer Policies and Practices and shall determine therefrom Billed Deferred Fuel Cost Charges for the Deferred Fuel Cost Bonds.

SECTION 4. Billing.

(a) Commencement of Billing. The Servicer shall implement the Deferred Fuel Cost Charge as of March 1, 2024 and shall thereafter bill each Customer the Deferred Fuel Cost Charge in accordance with the provisions of this Section 4.

(b) Frequency of Bills; Billing Practices. In accordance with the Servicer Policies and Practices, the Servicer shall generate and issue a Bill to each Customer. In the event that the Servicer makes any material modification to the Servicer Policies and Practices, it shall notify the Issuer, the Indenture Trustee and the Rating Agencies in writing as soon as practicable, and in no event later than 30 Servicer Business Days after such modification goes into effect, but the Servicer may not make any modification that will materially adversely affect the Holders.

(i) Each Customer Bill will contain a separate line item identifying both the rate and amount of the Deferred Fuel Cost Charge included on such Bill. Each Customer Bill will also contain text substantially to the effect that the Deferred Fuel Cost Charge portion of the Bill represents deferred fuel cost charges approved in a financing order issued to Virginia Electric and Power Company, that Virginia Power Fuel Securitization, LLC is the owner of the rights to the deferred fuel cost charge and that Virginia Electric and Power Company is acting as servicer for Virginia Power Fuel Securitization, LLC and collecting the Deferred Fuel Cost Charge in such capacity.

(ii) The Servicer shall conform to such requirements in respect of the format, structure and text of Bills delivered to Customers as Commission Regulations shall from time to time prescribe. To the extent that Bill format, structure and text are not prescribed by applicable law or by Commission Regulations, the Servicer shall, subject to clause (i) of this subsection (c), determine the format, structure and text of all Bills in accordance with its reasonable business judgment, the Servicer Policies and Practices and historical practice.

(d) Delivery. Except as provided in the next sentence, the Servicer shall deliver all Bills to Customers (i) by United States mail in such class or classes as are consistent with the Servicer Policies and Practices or (ii) by any other means, whether electronic or otherwise, that the Servicer may from time to time use in accordance with the Servicer Policies and Practices. The Servicer shall pay from its own funds all costs of issuance and delivery of all Bills that it renders, including printing and postage costs as the same may increase or decrease from time to time.

SECTION 5. Customer Service Functions.

The Servicer shall handle all Customer inquiries and other Customer service matters according to the Servicer Policies and Practices.

SECTION 6. Collections; Payment Processing; Remittance.

(a) Collection Efforts, Policies, Procedures.

(i) The Servicer shall collect Billed Deferred Fuel Cost Charges (including late charges in respect of the Deferred Fuel Cost Charge) from Customers as and when the same become due in accordance with such collection procedures as it follows with respect to comparable assets that it services for itself or others including, in accordance with Commission Regulations and the Servicer Policies and Practices, that:

A. The Servicer shall prepare and deliver overdue notices to Customers.

B. The Servicer shall deliver past-due and shut-off notices.

C. The Servicer may employ the assistance of collection agents.

D. The Servicer shall apply Customer deposits to the payment of delinquent accounts.

(ii) The Servicer shall not waive any late payment charge or any other fee or charge relating to delinquent payments, if any, or waive, vary or modify any terms of payment of any amounts payable by a Customer, in each case unless such waiver or action: (A) would be in accordance with the Servicer Policies and Practices and (B) would comply in all material respects with applicable law.

(iii) The Servicer shall accept payment from Customers in respect of Billed Deferred Fuel Cost Charges in such forms and methods and at such times and places in accordance with the Servicer Policies and Practices.

(b) Payment Processing; Allocation; Priority of Payments. The Servicer shall post all payments received to Customer accounts as promptly as practicable, and, in any event, substantially all payments shall be posted no later than two Servicer Business Days after receipt.

(c) Investment of Estimated Deferred Fuel Cost Charge Payments Received. Prior to remittance on the applicable remittance date, the Servicer may invest estimated Deferred Fuel Cost Charge Payments at its own risk and for its own benefit, and such investments and funds shall not be required to be segregated from the other investments and funds of the Servicer.

(d) Calculation of Daily Remittance.

(i) The Servicer will remit Deferred Fuel Cost Charge Collections directly to the Indenture Trustee pursuant to Section 6.11 of the Servicing Agreement. Deferred Fuel Cost Charge Collections remitted will represent the charges estimated to be received for any period based upon Collection Lag and an estimated system-wide write-off percentage.

(ii) The Deferred Fuel Cost Charge Collections for any Servicer Business Day will be remitted by the Servicer to the Indenture Trustee as soon as reasonably practicable to the General Subaccount of the Collection Account on each Servicer Business Day, but in no event later than two Servicer Business Days following such Servicer Business Day. Each day on which those remittances are made is referred to as a daily remittance date.

(iii) At least annually, the Servicer will reconcile remittances of estimated Deferred Fuel Cost Charge Collections with actual Deferred Fuel Cost Charge Payments in accordance with Section 6.11(c) of the Servicing Agreement.

(iv) The Servicer agrees and acknowledges that it holds all Deferred Fuel Cost Charge Collections and any other proceeds from the Deferred Fuel Cost Collateral received by it for the benefit of the Indenture Trustee and Holders and that all such amounts will be remitted by the Servicer without any surcharge, fee, offset, charge or other deduction except as otherwise expressly provided in the Servicing Agreement. The Servicer further agrees not to make any claim to reduce its obligation to remit all Deferred Fuel Cost Charge Payments collected by it in accordance with the Servicing Agreement.

(e) Partial Payments, Payment Plans and Budget Billing. With respect to any partial payments, payments by Customers participating in VEPCO’s budget billing program or payments by Customers paying pursuant to a payment plan, an amount equal to the full Deferred Fuel Cost Charge based on actual usage by such Customers will be allocated to the Deferred Fuel Cost Charge (with any remaining amounts allocated to such Customer’s other billed amounts) under the Servicer Policies and Practices as in effect on the date of the Servicing Agreement.

(f) No Advances. The Servicer shall not be obligated to advance any of its own funds to the Issuer.

EXHIBIT B

FORM OF MONTHLY SERVICER’S CERTIFICATE

See Attached

MONTHLY SERVICER’S CERTIFICATE

VIRGINIA POWER FUEL SECURITIZATION, LLC

2024 Senior Secured Deferred Fuel Cost Bonds

Pursuant to Section 3.01(b)(i) of the Deferred Fuel Cost Property Servicing Agreement, dated as of February 14, 2024, by and between Virginia Electric and Power Company, as Servicer, and Virginia Power Fuel Securitization, LLC, as Issuer, and acknowledged and accepted by U.S. Bank Trust Company, National Association, not in its individual capacity, but solely in its capacity as indenture trustee (the “Servicing Agreement”), the Servicer does hereby certify as follows:

Capitalized terms used but not defined in this Monthly Servicer’s Certificate have their respective meanings as set forth in the Servicing Agreement. References herein to certain sections and subsections are references to the respective sections or subsections of the Servicing Agreement.

Current BILLING MONTH: { }


Current BILLING MONTH: { / /20 } - { / /20 }
Standard Billing for prior BILLING MONTH
Residential Deferred Fuel Cost Charge (“DFCC”) Billed	$	{ }	{_. }%
Commercial DFCC Billed	$	{ }	{_. }%
Industrial DFCC Billed	$	{ }	{_. }%
YTD Net Write-offs as a % of Billed Revenue
Non-Residential Class Customer Write-offs		{_. }%
Residential Class Customer Write-offs		{_. }%
Total Write-offs		{_. }%
Aggregate DFCC Collections
Total DFCC Remitted for BILLING MONTH
Residential DFCC Collected	$	{ }
Commercial DFCC Collected	$	{ }
Industrial DFCC Collected	$	{ }
Total DFCC Collected and Remitted	$	{ }
Aggregate DFCC Remittances for { 20 } BILLING MONTH	$	{ }
Aggregate DFCC Remittances for { 20 } BILLING MONTH	$	{ }
Aggregate DFCC Remittances for { 20 } BILLING MONTH	$	{ }
Total Current DFCC Remittances	$	{ }
Current BILLING MONTH: { / /20 } - { / /20 }

Executed as of this { } day of { } 20{ }.


Virginia Electric and Power Company, as Servicer

By:
		Name:
		Title:

CC: Virginia Power Fuel Securitization, LLC

EXHIBIT C

FORM OF SEMI-ANNUAL SERVICER’S CERTIFICATE

See attached

SEMI-ANNUAL SERVICER’S CERTIFICATE

Pursuant to Section 4.01(c)(ii) of the Deferred Fuel Cost Property Servicing Agreement, dated as of February 14, 2024 (the “Servicing Agreement”), by and between Virginia Electric and Power Company, as servicer (the “Servicer”), and Virginia Power Fuel Securitization, LLC and acknowledged and accepted by U.S. Bank Trust Company, National Association, not in its individual capacity, but solely in its capacity as indenture trustee (the “Indenture Trustee”), the Servicer does hereby certify, for the {__________________}, 20{ } Payment Date (the “Current Payment Date”), as follows:

Capitalized terms used but not defined herein have their respective meanings as set forth in the Servicing Agreement. References herein to certain sections and subsections are references to the respective sections of the Servicing Agreement or the Indenture, as the context indicates.

Collection Periods: {__________} to {__________}

Payment Date: {__________}, 20{ }

1.	Collections Allocable and Aggregate Amounts Available for the Current Payment Date:


i.	Remittances for the {____________} Collection Period	$	{________}
ii.	Remittances for the {____________} Collection Period	$	{________}
iii.	Remittances for the {____________} Collection Period	$	{________}
iv.	Remittances for the {____________} Collection Period	$	{________}
v.	Remittances for the {____________} Collection Period	$	{________}
vi.	Investment Earnings on Capital Subaccount	$	{________}
vii.	Investment Earnings on Excess Funds Subaccount	$	{________}
viii.	Investment Earnings on General Subaccount	$	{________}
ix.	General Subaccount Balance (sum of i through viii above)	$	{________}
x.	Capital Subaccount Balance as of prior Payment Date	$	{________}

2.	Outstanding Amounts as of prior Payment Date:


i.	Deferred Fuel Cost [_] {__________} Outstanding Amount	${________}
ii.	Deferred Fuel Cost [_] {__________} Outstanding Amount	${________}
iii.	Aggregate Outstanding Amount of Deferred Fuel Cost Bonds	${________}

3.	Required Funding/Payments as of Current Payment Date:


[Tranche/Class]		Interest Rate	Days in Interest Period¹	Principal Balance	Interest Due
i.	Deferred Fuel Cost [_]	{__}%	{___}	${________}	${_______}
ii.	Deferred Fuel Cost [_]	{__}%	{___}	${________}	${_______}
iii.	All Deferred Fuel Cost Bonds				${_______}
				Required Level	Funding Required
xiii.	Capital Subaccount			${________}	${_______}

4.	Allocation of Remittances as of Current Payment Date Pursuant to 8.02(e) of Indenture:


i.	Trustee Fees and Expenses; Indemnity Amounts		${________}
ii.	Servicing Fee		${________}
iii.	Administration Fee		${________}
iv.	Operating Expenses		${________}
Deferred Fuel Cost Bonds		Aggregate	Per $1,000 of Original Principal Amount
v.	Semi-Annual Interest (including any past-due for prior periods)		${________}
1.	Deferred Fuel Cost [ ] Interest Payment	${________}	${________}
2.	Deferred Fuel Cost [ ] Interest Payment	${________}	${________}
		${________}
vi.	Principal Due and Payable as a Result of an Event of Default or on Final Maturity Date		${________}
1.	Deferred Fuel Cost [__] Interest Payment	${________}	${________}
2.	Deferred Fuel Cost Interest Payment	${________}	${________}
		${________}
vii.	Semi-Annual Principal		${________}
1.	Deferred Fuel Cost Interest Payment	${________}	${________}
2.	Deferred Fuel Cost Interest Payment	${________}	${________}
		${________}
viii.	Other unpaid Operating Expenses		${________}
ix.	Funding of Capital Subaccount (to required level)		${________}
x.	Capital Subaccount Return to VEPCO		${________}
xi.	Deposit to Excess Funds Subaccount		${________}
xii.	Release to Issuer upon Retirement of all Deferred Fuel Cost Bonds		${________}
xiii.	Aggregate Remittances as of Current Payment Date		${________}

¹	On 30/360 day basis for initial payment date; otherwise use one-half of annual rate.

5.	Outstanding Amount and Collection Account Balance as of Current Payment Date (after giving effect to payments to be made on such Payment Date):


i.	Deferred Fuel Cost [ ]	${________}
ii.	Deferred Fuel Cost [ ]	${________}
iii.	Aggregate Outstanding Amount of all Deferred Fuel Cost Bonds	${________}
iv.	Excess Funds Subaccount Balance	${________}
v.	Capital Subaccount Balance	${________}
vi.	Aggregate Collection Account Balance	${________}

6.	Subaccount Withdrawals as of Current Payment Date (if applicable, pursuant to Section 8.02(e) of Indenture):


i.	Excess Funds Subaccount	${________}
ii.	Capital Subaccount	${________}
iii.	Total Withdrawals	${________}

7.	Shortfalls in Interest and Principal Payments as of Current Payment Date:


i.	Semi-annual Interest
	Deferred Fuel Cost [__] Interest Payment	${________}
	Deferred Fuel Cost [__] Interest Payment	${________}
	Total	${________}
ii.	Semi-annual Principal
	Deferred Fuel Cost [__] Principal Payment	${________}
	Deferred Fuel Cost [__] Principal Payment	${________}
	Total	${________}

8.	Shortfalls in Payment of Return on Invested Capital as of Current Payment Date:


i.		Return on Invested Capital		${________}

9	Shortfalls in Required Subaccount Levels as of Current Payment Date:


i.		Capital Subaccount		${________}

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Semi-Annual Servicer’s Certificate this {__} day of {____________________}, 20{ }.


Virginia Electric and Power Company, as Servicer

By:
		Name
		Title:

EXHIBIT D

FORM OF SERVICER CERTIFICATE

See attached

SERVICER CERTIFICATE

The undersigned hereby certifies that the undersigned is the duly elected and acting {_____________________} of Virginia Electric and Power Company, as servicer (the “Servicer”) under the Deferred Fuel Cost Property Servicing Agreement dated as of February 14, 2024 (the “Servicing Agreement”) by and between the Servicer and Virginia Power Fuel Securitization, LLC and acknowledged and accepted by U.S. Bank Trust Company, National Association, not in its individual capacity but solely in its capacity as indenture trustee (the “Indenture Trustee”), and further certifies that:

1.	The undersigned is responsible for assessing the Servicer’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”).

With respect to each of the Servicing Criteria, the undersigned has made the following assessment of the Servicing Criteria in accordance with Item 1122(d) of Regulation AB, with such discussion regarding the performance of such Servicing Criteria during the fiscal year covered by the Depositor’s annual report on Form 10-K:


Regulation AB Reference	Servicing Criteria	Assessment
General Servicing Considerations

1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	Applicable; assessment below.

1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	Not applicable; no servicing activities were outsourced.

1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for pool assets are maintained.	Not applicable; transaction agreements do not provide for a back-up servicer.

1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Not applicable; transaction agreements do not require a fidelity bond or errors and omissions policy.

1122(d)(1)(v)	Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Applicable

Cash Collection and Administration

1122(d)(2)(i)	Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	Applicable.

1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Applicable.


Regulation AB Reference	Servicing Criteria	Assessment

1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	Applicable; no advances by the Servicer are permitted under the transaction agreements, except for payments of certain indemnities.

1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Applicable, but no current assessment is required since the related accounts are maintained by the Indenture Trustee.

1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) under the Exchange Act.	Applicable, but no current assessment required; all “custodial accounts” are maintained by the Indenture Trustee.

1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	Not applicable; all payments made by wire transfer.

1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are: (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	Applicable; assessment below.

Investor Remittances and Reporting

1122(d)(3)(i)	Reports to investors, including those to be filed with the SEC, are maintained in accordance with the transaction agreements and applicable SEC requirements. Specifically, such reports: (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the SEC as required by its rules and regulations; and (D) agree with investors’ or the Indenture Trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the servicer.	Applicable; assessment below.

1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	Not applicable; investor records maintained by the Indenture Trustee.

1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the servicer’s investor records, or such other number of days specified in the transaction agreements.	Applicable.

1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Applicable; assessment below.


Regulation AB Reference	Servicing Criteria	Assessment

Pool Asset Administration

1122(d)(4)(i)	Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.	Applicable; assessment below.

1122(d)(4)(ii)	Pool assets and related documents are safeguarded as required by the transaction agreements.	Applicable; assessment below.

1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	Not applicable; no removals or substitutions of Deferred Fuel Cost Property are contemplated or allowed under the transaction documents.

1122(d)(4)(iv)	Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset agreements.	Applicable; assessment below.

1122(d)(4)(v)	The servicer’s records regarding the pool assets agree with the servicer’s records with respect to an obligor’s unpaid principal balance.	Not applicable; because underlying obligation (Deferred Fuel Cost Charge) is not an interest-bearing instrument.

1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Applicable; assessment below.

1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.	Applicable; limited assessment below. Servicer actions governed by Commission regulations.

1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets, including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Applicable, but does not require assessment since no explicit documentation requirement with respect to delinquent accounts are imposed under the transaction agreements due to availability of “true-up” mechanism; and any such documentation is maintained in accordance with applicable commission rules and regulations.

1122(d)(4)(ix)	Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.	Not applicable; Deferred Fuel Cost Charges are not interest-bearing instruments.


Regulation AB Reference	Servicing Criteria	Assessment

1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements.	Not applicable.

1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Not applicable; Servicer does not make payments on behalf of obligors.

1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Not applicable; Servicer cannot make advances of its own funds on behalf of customers under the transaction agreements.

1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.	Not applicable; Servicer cannot make advances of its own funds on behalf of customers to pay principal or interest on the bonds.

1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Applicable; assessment below.

1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	Not applicable; no external enhancement is required under the transaction agreements.

To the best of the undersigned’s knowledge, based on such review, the Servicer is in compliance in all material respects with the applicable servicing criteria set forth above as of and for the period ended the end of the fiscal year covered by the Issuer’s annual report on Form 10-K. {If not true, include description of any material instance of noncompliance.}

4.	{[__], an independent registered public accounting firm, has issued an attestation report on the Servicer’s assessment of compliance with the applicable servicing criteria as of and for the period ended the end of the fiscal year covered by the Issuer’s annual report on Form 10-K.}

5.	Capitalized terms used but not defined herein have their respective meanings as set forth in the Servicing Agreement.

Executed as of this {__} day of {_____________________}, 20{ }.


Virginia Electric and Power Company, as Servicer

By:
Name:
Title:

EXHIBIT E

FORM OF CERTIFICATE OF COMPLIANCE

See attached

CERTIFICATE OF COMPLIANCE

The undersigned hereby certifies that the undersigned is the duly elected and acting {_________} of Virginia Electric and Power Company, as servicer (the “Servicer”) under the Deferred Fuel Cost Property Servicing Agreement dated as of February 14, 2024 (the “Servicing Agreement”) by and between the Servicer and Virginia Power Fuel Securitization, LLC and acknowledged and accepted by U.S. Bank Trust Company, National Association, not in its individual capacity, but solely in its capacity as indenture trustee, and the Servicer hereby further certifies that:

1.	A review of the activities of the Servicer and of its performance under the Servicing Agreement during the twelve months ended {______________}, 20{ } has been made under the supervision of the undersigned pursuant to Section 3.03 of the Servicing Agreement.

2.	To the undersigned’s knowledge, based on such review, the Servicer has fulfilled all of its obligations in all material respects under the Servicing Agreement throughout the twelve months ended {______________}, 20{ }, except as set forth on EXHIBIT A hereto.

Executed as of this {__} day of {______________}, 20{ }.


Virginia Electric and Power Company, as Servicer

By:
Name:
Title:

EXHIBIT A

CERTIFICATE OF COMPLIANCE

LIST OF SERVICER DEFAULTS

The following Servicer Defaults, or events that with the giving of notice, the lapse of time, or both, would become Servicer Defaults, known to the undersigned occurred during the twelve months ended {_______________}, 20{___}:


Nature of Default		Status
{_____________}		{_____________}

EXHIBIT F

EXPECTED SINKING FUND SCHEDULE

EXPECTED SINKING FUND SCHEDULE⁽¹⁾


Semi-Annual Payment Date	Tranche A-1 Principal		Tranche A-2 Principal
11/1/2024	$	65,168,214	$	0
5/1/2025	$	80,396,314	$	0
11/1/2025	$	82,441,596	$	0
5/1/2026	$	84,538,910	$	0
11/1/2026	$	86,689,580	$	0
5/1/2027	$	40,065,387	$	48,829,576
11/1/2027	$	0	$	91,104,935
5/1/2028	$	0	$	93,326,529
11/1/2028	$	0	$	95,602,297
5/1/2029	$	0	$	97,933,559
11/1/2029	$	0	$	100,321,669
5/1/2030	$	0	$	102,768,012
11/1/2030	$	0	$	105,274,010
5/1/2031	$	0	$	107,439,412

Total Payments	$	439,300,000	$	842,600,000

(1)	Amounts may not sum due to rounding.

EXPECTED AMORTIZATION SCHEDULE

Outstanding Principal Balance Per Deferred Fuel Cost Bond

EXPECTED AMORTIZATION SCHEDULE⁽¹⁾


Semi-Annual Payment Date	Tranche A-1 Balance		Tranche A-2 Balance
2/14/2024	$	439,300,000	$	842,600,000
11/1/2024	$	374,131,786	$	842,600,000
5/1/2025	$	293,735,472	$	842,600,000
11/1/2025	$	211,293,877	$	842,600,000
5/1/2026	$	126,754,967	$	842,600,000
11/1/2026	$	40,065,387	$	842,600,000
5/1/2027	$	0	$	793,770,424
11/1/2027	$	0	$	702,665,488
5/1/2028	$	0	$	609,338,959
11/1/2028	$	0	$	513,736,662
5/1/2029	$	0	$	415,803,104
11/1/2029	$	0	$	315,481,435
5/1/2030	$	0	$	212,713,423
11/1/2030	$	0	$	107,439,412
5/1/2031	$	0	$	0

(1)	Amounts may not sum due to rounding.

APPENDIX A

DEFINITIONS AND RULES OF CONSTRUCTION

A.	Defined Terms. The following terms have the following meanings:

“17g-5 Website” is defined in Section 10.18(a) of the Indenture.

“Account Records” is defined in Section 1(a)(i) of the Administration Agreement.

“Act” is defined in Section 10.03(a) of the Indenture.

“Administration Agreement” means the Administration Agreement, dated as of the Closing Date, by and between VEPCO and the Issuer.

“Administration Fee” is defined in Section 2 of the Administration Agreement.

“Administrator” means VEPCO, as Administrator under the Administration Agreement, or any successor Administrator to the extent permitted under the Administration Agreement.

“Affiliate” means, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such specified Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Amendatory Schedule” means a revision to service riders or any other notice filing filed with the Commission in respect of the Deferred Fuel Cost Rate Schedule pursuant to a True-Up Adjustment.

“Annual Accountant’s Report” is defined in Section 3.04(a) of the Servicing Agreement.

“Annual Report on Form 10-K” means the Annual Report on Form 10-K of VEPCO.

“Authorized Denomination” means, with respect to any Deferred Fuel Cost Bond, the authorized denomination therefor specified in the Supplemental Indenture, which shall be at least $2,000 and, except as otherwise provided in the Supplemental Indenture, integral multiples of $1,000 in excess thereof, except for one Deferred Fuel Cost Bond in each Tranche, which may be of a smaller denomination.

“Bankruptcy Code” means Title 11 of the United States Code (11 U.S.C. §§ 101 et seq.).

“Basic Documents” means the Indenture, the Supplemental Indenture, the Certificate of Formation, the LLC Agreement, the Administration Agreement, the Sale Agreement, the Bill of Sale, the Servicing Agreement, the Letter of Representations, the Underwriting Agreement and all other documents and certificates delivered in connection therewith.

A-1

“Bill of Sale” means a bill of sale substantially in the form of Exhibit A to the Sale Agreement delivered pursuant to Section 2.02(a) of the Sale Agreement.

“Billed Deferred Fuel Cost Charges” means the amounts of Deferred Fuel Cost Charges billed by the Servicer.

“Bills” means each of the regular monthly bills, summary bills, opening bills, closing bills or other bills issued to Customers by VEPCO in its capacity as Servicer.

“Bond Interest Rate” means, with respect to any Tranche of Deferred Fuel Cost Bonds, the rate at which interest accrues on the Deferred Fuel Cost Bonds of such Tranche, as specified in the Supplemental Indenture.

“Book-Entry Form” means, with respect to any Deferred Fuel Cost Bond, that such Deferred Fuel Cost Bond is not certificated and the ownership and transfers thereof shall be made through book entries by a Clearing Agency as described in Section 2.11 of the Indenture and the Supplemental Indenture.

“Book-Entry Deferred Fuel Cost Bonds” means any Deferred Fuel Cost Bonds issued in Book-Entry Form; provided, however, that, after the occurrence of a condition whereupon book-entry registration and transfer are no longer permitted and Definitive Deferred Fuel Cost Bonds are to be issued to the Holder of such Deferred Fuel Cost Bonds, such Deferred Fuel Cost Bonds shall no longer be “Book-Entry Deferred Fuel Cost Bonds.”

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in Richmond, Virginia or New York, New York are, or DTC or the Corporate Trust Office is, authorized or obligated by law, regulation or executive order to be closed.

“Capital Contribution” means the amount of cash contributed to the Issuer by VEPCO as specified in the LLC Agreement.

“Capital Subaccount” is defined in Section 8.02(a) of the Indenture.

“Certificate of Compliance” means the certificate referred to in Section 3.03 of the Servicing Agreement and substantially in the form of Exhibit E to the Servicing Agreement.

“Certificate of Formation” means the Certificate of Formation filed with the Secretary of State of the State of Delaware on October 23, 2023 pursuant to which the Issuer was formed.

“Claim” means a “claim” as defined in Section 101(5) of the Bankruptcy Code.

“Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.

“Clearing Agency Participant” means a securities broker, dealer, bank, trust company, clearing corporation or other financial institution or other Person for whom from time to time a Clearing Agency effects book entry transfers and pledges of securities deposited with such Clearing Agency.

A-2

“Closing Date” means the date on which the Deferred Fuel Cost Bonds are originally issued in accordance with Section 2.10 of the Indenture and the Supplemental Indenture.

“Code” means the Internal Revenue Code of 1986.

“Collateral” is defined in the preamble of the Indenture.

“Collection Account” is defined in Section 8.02(a) of the Indenture.

“Collection in Full of the Charges” means the day on which the aggregate amounts on deposit in the General Subaccount and the Excess Funds Subaccount are sufficient to pay in full all the Outstanding Deferred Fuel Cost Bonds and to replenish any shortfall in the Capital Subaccount.

“Collection Lag” means the average number of days between when retail electric customers of VEPCo are billed and when payments are received by VEPCo from such customers through the normal billing process.

“Collection Period” means any period commencing on the first Servicer Business Day of any calendar month and ending on the last Servicer Business Day of such calendar month.

“Commission” means the State Corporation Commission of the Commonwealth of Virginia.

“Commission Regulations” means any orders issued or rules or regulations, including temporary regulations, promulgated by the Commission pursuant to Virginia law.

“Commonwealth Pledge” means the pledge of the Commonwealth of Virginia as set forth in Section 56-249.6:2 J 1 of the Deferred Fuel Cost Statute and in the Financing Order.

“Company Minutes” is defined in Section 1(a)(iv) of the Administration Agreement.

“Corporate Trust Office” means the office of the Indenture Trustee at which, at any particular time, its corporate trust business shall be administered (for all purposes other than registration of transfers of Deferred Fuel Cost Bonds), which office as of the Closing Date is located at U.S. Bank Trust Company, National Association, 000 X. XxXxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx, Xxxxxxxx 00000, Attention: Virginia Power Fuel Securitization, LLC, Telephone: (000) 000-0000, Facsimile: (000) 000-0000, and for registration of transfers of the Deferred Fuel Cost Bonds, the office is located at U.S. Bank Trust Company, National Association, 000 Xxxxxxxx Xxxxxx Xxxx, Xx. Xxxx, Xxxxxxxxx 00000, Attention: Bondholder Services, or at such other address as the Indenture Trustee may designate from time to time by notice to the Holders of Deferred Fuel Cost Bonds and the Issuer, or the principal corporate trust office of any successor trustee designated by like notice.

“Covenant Defeasance Option” is defined in Section 4.01(b) of the Indenture.

A-3

“Customer” means any existing or future retail customer located within the Commonwealth of Virginia receiving transmission or distribution service from VEPCO or its successors or assignees, irrespective of the generation supplier of such customer, except for (i) any Exempt Retail Access Customer and (ii) any customer with demand in excess of five megawatts in 2022 that elected to opt out of any deferred fuel cost securitization as permitted by the Deferred Fuel Cost Statute.

“Daily Remittance” is defined in Section 6.11(a) of the Servicing Agreement.

“Default” means any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default.

“Deferred Fuel Cost Bonds” means the 2024 Senior Secured Deferred Fuel Cost Bonds issued by the Issuer on the Closing Date.

“Deferred Fuel Cost Bond Register” is defined in Section 2.05 of the Indenture.

“Deferred Fuel Cost Bond Registrar” is defined in Section 2.05 of the Indenture.

“Deferred Fuel Cost Charge Collections” means Deferred Fuel Cost Charges actually received by the Servicer to be remitted to the Collection Account.

“Deferred Fuel Cost Charge Payments” means the payments made by Customers based on the Deferred Fuel Cost Charges.

“Deferred Fuel Cost Charge” means any deferred fuel cost charge as defined in Section 56-249.6:2 O of the Deferred Fuel Cost Statute that are authorized by the Financing Order.

“Deferred Fuel Cost Collateral” means Collateral for the benefit of the Deferred Fuel Cost Bonds.

“Deferred Fuel Costs” means VEPCO’s deferred fuel costs and related carrying costs as identified in the Financing Order.

“Deferred Fuel Cost Property” means all deferred fuel cost property as defined in Section 56-249.6:2 O of the Deferred Fuel Cost Statute created pursuant to the Financing Order and under the Deferred Fuel Cost Statute, including the right to impose, bill, charge, collect and receive the Deferred Fuel Cost Charge authorized under the Financing Order and to obtain periodic adjustments of the Deferred Fuel Cost Charge and all revenue, collections, claims, rights to payments, payments, money, or proceeds arising from the rights and interests specified in the Financing Order, regardless of whether such revenues, collections, claims, rights to payments, money, or proceeds are imposed, billed, received, collected, or maintained together with or commingled with other revenues, collections, rights to payment, payments, money or proceeds.

“Deferred Fuel Cost Property Records” is defined in Section 5.01 of the Servicing Agreement.

“Deferred Fuel Cost Statute” means the portion of the Virginia Electric Utility Regulation Act, effective July 1, 2023, codified at Section 249.6:2 of Title 56 of the Code of Virginia.

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“Deferred Fuel Cost Rate Schedule” means the Tariff sheets to be filed with the Commission stating the amounts of the Deferred Fuel Cost Charges, as such Tariff sheets may be amended or modified from time to time pursuant to a True-Up Adjustment.

“Definitive Deferred Fuel Cost Bonds” is defined in Section 2.11 of the Indenture.

“Delaware UCC” means the Uniform Commercial Code as in effect on the Closing Date in the State of Delaware.

“DTC” means The Depository Trust Company.

“Eligible Account” means a segregated non-interest-bearing trust account with an Eligible Institution.

“Eligible Institution” means:

(a) the corporate trust department of the Indenture Trustee or an Affiliate thereof, so long as the Indenture Trustee or such Affiliate has (i) either a short-term deposit or issuer rating from Moody’s of at least “P-1” or a long-term unsecured debt or issuer rating from Moody’s of at least “A2”, and (ii) a short-term deposit or issuer rating from S&P of at least “A-1”, or a long-term unsecured debt or issuer rating from S&P of at least “A”; or

(b) a depository institution organized under the laws of the United States of America or any State (or any domestic branch of a foreign bank) (i) that has either (A) a long-term unsecured debt or issuer rating of “AA-” or higher by S&P and “A2” or higher by Moody’s, or (B) a short-term deposit, short-term (bank deposit) or issuer rating of “A-1” or higher by S&P and “P-1” or higher by Moody’s, and (ii) whose deposits are insured by the Federal Deposit Insurance Corporation.

If so qualified under clause (b) of this definition, the Indenture Trustee may be considered an Eligible Institution for the purposes of clause (a) of this definition.

“Eligible Investments” means instruments or investment property that evidence:

(a) direct obligations of, or obligations fully and unconditionally guaranteed as to timely payment by, the United States of America;

(b) demand or time deposits of, unsecured certificates of deposit of, money market deposit accounts of, or bankers’ acceptances issued by, any depository institution (including the Indenture Trustee and any of its Affiliates, acting in its commercial capacity) incorporated or organized under the laws of the United States of America or any State thereof and subject to supervision and examination by U.S. federal or state banking authorities, so long as the commercial paper or other short-term debt obligations of such depository institution are, at the time of deposit or contractual commitment, rated at least “A-1” and “P-1” or their equivalents by each of S&P and Moody’s, or such lower rating as will not result in the downgrading or withdrawal of the ratings of the Deferred Fuel Cost Bonds;

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(c) commercial paper (including commercial paper of the Indenture Trustee or any of its Affiliates, acting in its commercial capacity, and other than commercial paper of VEPCO or any of its Affiliates), which at the time investment or contractual commitment to invest, has a rating of at least “A-1” and “P-1” or their equivalents by each of S&P and Moody’s or such lower rating as will not result in the downgrading or withdrawal of the ratings of the Deferred Fuel Cost Bonds;

(d) investments in money market funds having a rating in the highest investment category granted thereby (including funds for which the Indenture Trustee or any of its Affiliates is investment manager or advisor) from Moody’s and S&P;

(e) repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the United States of America or its agencies or instrumentalities, entered into with Eligible Institutions;

(f) repurchase obligations with respect to any security or whole loan entered into with an Eligible Institution or with a registered broker/dealer acting as principal and that meets the following ratings criteria: (i) a broker/dealer (acting as principal) registered as a broker or dealer under Section 15 of the Exchange Act (any such broker/dealer being referred to in this definition as a “broker/dealer”), the unsecured short-term debt obligations of which are rated at least “P-1” by Moody’s and “A-1+” by S&P at the time of entering into such repurchase obligation, or (ii) an unrated broker/dealer, acting as principal, that is a wholly-owned subsidiary of a non-bank or bank holding company the unsecured short-term debt obligations of which are rated at least “P-1” by Moody’s and “A-1+” by S&P at the time of purchase so long as the obligations of such unrated broker/dealer are unconditionally guaranteed by such non-bank or bank holding company; or

(g) any other investment permitted by each of the Rating Agencies;

in each case maturing not later than the Business Day preceding the next Payment Date or Special Payment Date, if applicable (for the avoidance of doubt, investments in money market funds or similar instruments that are redeemable on demand shall be deemed to satisfy the foregoing requirement). Notwithstanding the foregoing: (1) no securities or investments that mature in 30 days or more shall be “Eligible Investments” unless the issuer thereof has either a short-term unsecured debt rating of at least “P-1” from Moody’s or a long-term unsecured debt rating of at least “A1” from Moody’s and also has a long-term unsecured debt rating of at least “A” from S&P; (2) no securities or investments described in clauses (b) through (d) above that have maturities of more than 30 days but less than or equal to 3 months shall be “Eligible Investments” unless the issuer thereof has a long-term unsecured debt rating of at least “A1” from Moody’s and a short-term unsecured debt rating of at least “P-1” from Moody’s; (3) no securities or investments described in clauses (b) through (d) above that have maturities of more than 3 months shall be “Eligible Investments” unless the issuer thereof has a long-term unsecured debt rating of at least “A1” from Moody’s and a short-term unsecured debt rating of at least “P-1” from Moody’s; (4) no securities or investments described in clauses (b) through (d) above which have a maturity of 60 days or less shall be Eligible Investments unless such securities have a rating from S&P of at least “A-1”; and (5) no securities or investments described in clauses (b) through (d) above which have a maturity of more than 60 days shall be Eligible Investments unless such securities have a rating from S&P of at least “AA-”, “A-1+” or “AAAm.”

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“Estimated Deferred Fuel Cost Charge Collections” means the sum of the Deferred Fuel Cost Charge Collections which are deemed to have been received by the Servicer, calculated in accordance with Exhibit A to the Servicing Agreement.

“Event of Default” is defined in Section 5.01 of the Indenture.

“Excess Remittance” means the amount, if any, calculated for a particular Reconciliation Period, by which all Estimated Deferred Fuel Cost Charge Collections remitted to the Collection Account during such Reconciliation Period exceed Deferred Fuel Cost Charge Collections during such Reconciliation Period.

“Excess Funds Subaccount” is defined in Section 8.02(a) of the Indenture.

“Exchange Act” means the Securities Exchange Act of 1934.

“Exempt Retail Access Customer” means a retail customer of VEPCO that, pursuant to the provisions of §§ 56-577 or 56-577.1 of Title 56 of the Code of Virginia, purchased electric energy exclusively from a supplier of electric energy licensed to sell retail electric energy exclusively within the Commonwealth of Virginia other than VEPCO, or that purchased electric energy from VEPCO pursuant to a Commission-approved market-based tariff, during the period when the Deferred Fuel Costs were incurred.

“Expected Sinking Fund Schedule” means, with respect to any Tranche, the expected sinking fund schedule related thereto set forth in the Supplemental Indenture.

“Federal Book-Entry Regulations” means 31 C.F.R. Part 357 et seq. (Department of Treasury).

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Servicer from three federal funds brokers of recognized standing selected by it.

“Final” means, with respect to the Financing Order, that the Financing Order has become final, that the Financing Order is not being appealed and that the time for filing an appeal thereof has expired.

“Final Maturity Date” means, with respect to each Tranche of Deferred Fuel Cost Bonds, the final maturity date therefor as specified in the Supplemental Indenture.

“Financing Costs” means all financing costs as defined in Section 56-249.6:2 O of the Deferred Fuel Cost Statute allowed to be recovered by VEPCO under the Financing Order.

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“Financing Order” means the financing order issued by the Commission to VEPCO on November 3, 2023, Case No. PUR-2023-00112, authorizing the creation of the Deferred Fuel Cost Property.

“Financing Party” means any and all of the following: the Holders, the Indenture Trustee, VEPCO, any collateral agent, any party under the Basic Documents, or any other Person acting for the benefit of the Holders.

“General Subaccount” is defined in Section 8.02(a) of the Indenture for such Series.

“Global Deferred Fuel Cost Bond” means a Deferred Fuel Cost Bond to be issued to the Holders thereof in Book-Entry Form, which Deferred Fuel Cost Bond shall be issued to the Clearing Agency, or its nominee, in accordance with Section 2.11 of the Indenture and the Supplemental Indenture.

“Governmental Authority” means any nation or government, any U.S. federal, state, local or other political subdivision thereof and any court, administrative agency or other instrumentality or entity exercising executive, legislative, judicial, regulatory or administrative functions of government.

“Grant” means mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, grant, transfer, create, xxxxx x xxxx upon, a security interest in and right of set-off against, deposit, set over and confirm pursuant to the Indenture and the Supplemental Indenture. A Grant of the Collateral shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for payments in respect of the Collateral and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the granting party or otherwise and generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto.

“Holder” means the Person in whose name a Deferred Fuel Cost Bond is registered on the Deferred Fuel Cost Bond Register.

“Indemnified Losses” is defined in Section 5.03 of the Servicing Agreement.

“Indemnified Party” is defined in Section 6.02(a) of the Servicing Agreement.

“Indenture” means the Indenture, dated as of the Closing Date, by and among the Issuer, the Indenture Trustee and the Securities Intermediary, as supplemented by the Supplemental Indenture and as further supplemented or amended by any other supplemental indenture entered into in accordance with Article IX of the Indenture, unless the context otherwise requires.

“Indenture Trustee” means U.S. Bank Trust Company, National Association, a national banking association, not in its individual capacity, but solely in its capacity as indenture trustee for the benefit of the Holders, or any other indenture trustee for the benefit of the Holders, under the Indenture.

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“Independent” means, when used with respect to any specified Person, that such specified Person (a) is in fact independent of the Issuer, any other obligor on the Deferred Fuel Cost Bonds, the Seller, the Servicer and any Affiliate of any of the foregoing Persons, (b) does not have any direct financial interest or any material indirect financial interest in the Issuer, any such other obligor, the Seller, the Servicer or any Affiliate of any of the foregoing Persons and (c) is not connected with the Issuer, any such other obligor, the Seller, the Servicer or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director (other than as an independent director or manager) or individual performing similar functions.

“Independent Certificate” means a certificate to be delivered to the Indenture Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 10.01 of the Indenture, made by an Independent appraiser or other expert appointed by an Issuer Order and consented to by the Indenture Trustee, and such certificate shall state that the signer has read the definition of “Independent” in the Indenture and that the signer is Independent within the meaning thereof.

“Independent Manager” is defined in Section 4.01(a) of the LLC Agreement.

“Independent Manager Fee” is defined in Section 4.01(a) of the LLC Agreement.

“Insolvency Event” means, with respect to a specified Person: (a) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of such specified Person or any substantial part of its property in an involuntary case under any applicable U.S. federal or state bankruptcy, insolvency or other similar law in effect as of the Closing Date or thereafter, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such specified Person or for any substantial part of its property, or ordering the winding-up or liquidation of such specified Person’s affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (b) the commencement by such specified Person of a voluntary case under any applicable U.S. federal or state bankruptcy, insolvency or other similar law in effect as of the Closing Date or thereafter, or the consent by such specified Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such specified Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such specified Person or for any substantial part of its property, or the making by such specified Person of any general assignment for the benefit of creditors, or the failure by such specified Person generally to pay its debts as such debts become due, or the taking of action by such specified Person in furtherance of any of the foregoing.

“Interim True-Up Adjustment” means each adjustment to the Deferred Fuel Cost Charges made pursuant to Section 4.01(b)(ii) of the Servicing Agreement.

“Investment Company Act” means the Investment Company Act of 1940.

“Investment Earnings” means investment earnings on funds deposited in the Collection Account net of losses and investment expenses.

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“Issuer” means Virginia Power Fuel Securitization, LLC, named as such in the Indenture until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required by the Trust Indenture Act, each other obligor on the Deferred Fuel Cost Bonds.

“Issuer Documents” is defined in Section 1(a)(iv) of the Administration Agreement.

“Issuer Order” means a written order signed in the name of the Issuer by any one of its Responsible Officers and delivered to the Indenture Trustee or Paying Agent, as applicable.

“Issuer Request” means a written request signed in the name of the Issuer by any one of its Responsible Officers and delivered to the Indenture Trustee or Paying Agent, as applicable.

“Legal Defeasance Option” is defined in Section 4.01(b) of the Indenture.

“Letter of Representations” means any applicable agreement between the Issuer and the applicable Clearing Agency, with respect to such Clearing Agency’s rights and obligations (in its capacity as a Clearing Agency) with respect to any Book-Entry Deferred Fuel Cost Bonds.

“Lien” means a security interest, lien, mortgage, charge, pledge, claim or encumbrance of any kind.

“LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of Virginia Power Fuel Securitization, LLC, dated as of February 5, 2024.

“Losses” means (a) any and all amounts of principal of and interest on the Deferred Fuel Cost Bonds not paid when due or when scheduled to be paid in accordance with their terms and the amounts of any deposits by or to the Issuer required to have been made in accordance with the terms of the Basic Documents or the Financing Order that are not made when so required and (b) any and all other liabilities, obligations, losses, claims, damages, payments, costs, fees or expenses of any kind whatsoever (including attorneys’ fees and expenses).

“Manager” means each manager of the Issuer under the LLC Agreement.

“Member” has the meaning specified in the first paragraph of the LLC Agreement.

“Monthly Servicer’s Certificate” is defined in Section 3.01(b)(i) of the Servicing Agreement.

“Moody’s” means Xxxxx’x Investors Service, Inc., or any successor thereto. References to Moody’s are effective so long as Xxxxx’x is a Rating Agency.

“NRSRO” is defined in Section 10.19(b) of the Indenture.

“NY UCC” means the Uniform Commercial Code as in effect on the Closing Date in the State of New York.

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“Officer’s Certificate” means a certificate signed by a Responsible Officer of the Issuer under the circumstances described in, and otherwise complying with, the applicable requirements of Section 10.01 of the Indenture, and delivered to the Indenture Trustee.

“Ongoing Financing Costs” means the Financing Costs described as such in the Financing Order, including Operating Expenses and any other costs identified in the Basic Documents; provided, however, that Ongoing Financing Costs do not include the Issuer’s costs of issuance of the Deferred Fuel Cost Bonds.

“Operating Expenses” means all unreimbursed fees, costs and out-of-pocket expenses of the Issuer, including all amounts owed by the Issuer to the Indenture Trustee (including indemnities, legal costs, attorneys’ fees and expenses, audit fees and expenses) or any Manager, the Servicing Fee, the Administration Fee, legal and accounting fees, Rating Agency fees, any Regulatory Assessment Fees and related fees (i.e. website provider fees) and any franchise or other taxes owed by the Issuer, including on investment income in the Collection Account.

“Opinion of Counsel” means one or more written opinions of counsel, who may, except as otherwise expressly provided in the Basic Documents, be employees of or counsel to the party providing such opinion of counsel, which counsel shall be reasonably acceptable to the party receiving such opinion of counsel, and shall be in form and substance reasonably acceptable to such party.

“Outstanding” means, as of the date of determination, all Deferred Fuel Cost Bonds theretofore authenticated and delivered under the Indenture, except:

(a) Deferred Fuel Cost Bonds theretofore canceled by the Deferred Fuel Cost Bond Registrar or delivered to the Deferred Fuel Cost Bond Registrar for cancellation;

(b) Deferred Fuel Cost Bonds or portions thereof the payment for which money in the necessary amount has been theretofore deposited with the Indenture Trustee or any Paying Agent in trust for the Holders of such Deferred Fuel Cost; and

(c) Deferred Fuel Cost Bonds in exchange for or in lieu of other Deferred Fuel Cost Bonds that have been issued pursuant to the Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Deferred Fuel Cost Bonds are held by a Protected Purchaser;

provided, that, in determining whether the Holders of the requisite Outstanding Amount of the Deferred Fuel Cost Bonds or any Tranche thereof have given any request, demand, authorization, direction, notice, consent or waiver under any Basic Document, Deferred Fuel Cost Bonds owned by the Issuer, any other obligor upon the Deferred Fuel Cost Bonds, the Member, the Seller, the Servicer or any Affiliate of any of the foregoing Persons shall be disregarded and deemed not to be Outstanding (unless one or more such Persons owns 100% of the Deferred Fuel Cost Bonds), except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Deferred Fuel Cost Bonds that a Responsible Officer of the Indenture Trustee actually knows to be so owned shall be so disregarded. Deferred Fuel Cost Bonds so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgee’s right so to act with respect to such Deferred Fuel Cost Bonds and that the pledgee is not the Issuer, any other obligor upon the Deferred Fuel Cost Bonds, the Member, the Seller, the Servicer or any Affiliate of any of the foregoing Persons.

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“Outstanding Amount” means the aggregate principal amount of all Deferred Fuel Cost Bonds, or, if the context requires, all Deferred Fuel Cost Bonds of a given Tranche, Outstanding at the date of determination.

“Paying Agent” means, with respect to the Indenture, U.S. Bank Trust Company, National Association, or any successor thereto appointed in accordance with the Indenture, and any other Person appointed as a paying agent for the Deferred Fuel Cost Bonds pursuant to the Indenture.

“Payment Date” means, with respect to any Tranche of Deferred Fuel Cost Bonds, the dates specified in the Supplemental Indenture; provided, that if any such date is not a Business Day, the Payment Date shall be the Business Day succeeding such date.

“Periodic Billing Requirement” means, for any Remittance Period, the aggregate amount of Deferred Fuel Cost Charges calculated by the Servicer as necessary to be billed during such period in order to collect the Periodic Payment Requirement on a timely basis.

“Periodic Interest” means, with respect to any Payment Date, the periodic interest for such Payment Date as specified in the Supplemental Indenture.

“Periodic Payment Requirement” for any Remittance Period means the total dollar amount of Deferred Fuel Cost Charge Collections reasonably calculated by the Servicer in accordance with Section 4.01 of the Servicing Agreement as necessary to be received during such Remittance Period (after giving effect to the allocation and distribution of amounts on deposit in the Excess Funds Subaccount at the time of calculation and that are projected to be available for payments on the Deferred Fuel Cost Bonds at the end of such Remittance Period and including any shortfalls in Periodic Payment Requirements for any prior Remittance Period) in order to ensure that, as of the last Payment Date occurring in such Remittance Period, (a) all accrued and unpaid principal of and interest on the Deferred Fuel Cost Bonds then due shall have been paid in full on a timely basis, (b) the Outstanding Amount of the Deferred Fuel Cost Bonds is equal to the Projected Unpaid Balance on each Payment Date during such Remittance Period, (c) the balance on deposit in the Capital Subaccount equals the Required Capital Level and (d) all other fees and expenses due and owing and required or allowed to be paid under Section 8.02 of the Indenture as of such date shall have been paid in full; provided, that, with respect to any Semi-Annual True-Up Adjustment or Interim True-Up Adjustment occurring after the date that is one year prior to the last Scheduled Final Payment Date for the Deferred Fuel Cost Bonds, the Periodic Payment Requirements shall be calculated to ensure that sufficient Deferred Fuel Cost Charges will be collected to retire the Deferred Fuel Cost Bonds in full as of the next Payment Date.

“Periodic Principal” means, with respect to any Payment Date, the excess, if any, of the Outstanding Amount of Deferred Fuel Cost Bonds over the outstanding principal balance specified for such Payment Date on the Expected Sinking Fund Schedule.

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“Permitted Lien” means the Lien created by the Indenture.

“Permitted Successor” is defined in Section 5.02 of the Sale Agreement.

“Person” means any individual, corporation, limited liability company, estate, partnership, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated organization or Governmental Authority.

“Predecessor Deferred Fuel Cost Bond” means, with respect to any particular Deferred Fuel Cost Bond, every previous Deferred Fuel Cost Bond evidencing all or a portion of the same debt as that evidenced by such particular Deferred Fuel Cost Bond, and, for the purpose of this definition, any Deferred Fuel Cost Bond authenticated and delivered under Section 2.06 of the Indenture in lieu of a mutilated, lost, destroyed or stolen Deferred Fuel Cost Bond shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Deferred Fuel Cost Bond.

“Premises” is defined in Section 1(g) of the Administration Agreement.

“Proceeding” means any suit in equity, action at law or other judicial or administrative proceeding.

“Projected Unpaid Balance” means, as of any Payment Date, the sum of the projected outstanding principal amount of each Tranche of Deferred Fuel Cost Bonds for such Payment Date set forth in the Expected Sinking Fund Schedule.

“Protected Purchaser” has the meaning specified in Section 8-303 of the UCC.:

“Rating Agency” means, with respect to any Tranche of Deferred Fuel Cost Bonds, any of Moody’s, S&P or Fitch that provides a rating with respect to the Deferred Fuel Cost Bonds. If no such organization (or successor) is any longer in existence, “Rating Agency” means a nationally recognized statistical rating organization or other comparable Person designated by the Issuer, notice of which designation shall be given to the Indenture Trustee and the Servicer.

“Rating Agency Condition” means, with respect to any action, at least 10 Business Days’ prior written notification to each Rating Agency of such action, and written confirmation from each of S&P and Moody’s to the Servicer, the Indenture Trustee and the Issuer that such action will not result in a suspension, reduction or withdrawal of the then current rating by such Rating Agency of any Tranche of Deferred Fuel Cost Bonds; provided, that, if, within such 10 Business Day period, any Rating Agency (other than S&P) has neither replied to such notification nor responded in a manner that indicates that such Rating Agency is reviewing and considering the notification, then (a) the Issuer shall be required to confirm that such Rating Agency has received the Rating Agency Condition request and, if it has, promptly request the related Rating Agency Condition confirmation and (b) if the Rating Agency neither replies to such notification nor responds in a manner that indicates it is reviewing and considering the notification within five Business Days following such second request, the applicable Rating Agency Condition requirement shall not be deemed to apply to such Rating Agency. For the purposes of this definition, any confirmation, request, acknowledgment or approval that is required to be in writing may be in the form of electronic mail or a press release (which may contain a general waiver of a Rating Agency’s right to review or consent).

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“Reconciliation Period” means the twelve-month period commencing on January 1 of each year and ending on December 31 of each year; provided, however, that the initial Reconciliation Period shall commence on the Closing Date and end on December 31, 2024.

“Record Date” means one Business Day prior to the applicable Payment Date.

“Registered Holder” means the Person in whose name a Deferred Fuel Cost Bond is registered on the Deferred Fuel Cost Bond Register.

“Regulation AB” means the rules of the SEC promulgated under Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100- 229.1123.

“Reimbursable Expenses” is defined in Section 2 of the Administration Agreement and Section 6.06(a) of the Servicing Agreement.

“Released Parties” is defined in Section 6.02(d) of the Servicing Agreement.

“Remittance Period” means, with respect to any True-Up Adjustment, the period comprised of 6 consecutive Collection Periods beginning with the Collection Period 3 months prior to when such True-Up Adjustment would go into effect, from the Closing Date to the first Scheduled Payment Date, and for each subsequent period between Scheduled Payment Dates.

“Remittance Shortfall” means the amount, if any, calculated for a particular Reconciliation Period, by which all Deferred Fuel Cost Charge Collections during such Reconciliation Period exceed all Estimated Deferred Fuel Cost Charge Collections remitted to the Collection Account during such Reconciliation period.

“Required Capital Level” means the amount specified as such in the Supplemental Indenture.

“Requirement of Law” means any foreign, U.S. federal, state or local laws, statutes, regulations, rules, codes or ordinances enacted, adopted, issued or promulgated by any Governmental Authority or common law.

“Responsible Officer” means, with respect to: (a) the Issuer, any Manager or any duly authorized officer; (b) the Indenture Trustee, any officer within the Corporate Trust Office of the Indenture Trustee (including the President, any Vice President, any Assistant Vice President, any Secretary, any Assistant Treasurer, any Trust Officer or any other officer of the Indenture Trustee having direct responsibility for the administration of the Indenture and also, with respect to a particular matter, any other officer to whom such matter is referred to because of such officer’s knowledge and familiarity with the particular subject); (c) any corporation (other than the Indenture Trustee), the Chief Executive Officer, the President, any Vice President, the Chief Financial Officer, the Treasurer, any Assistant Treasurer or any other duly authorized officer of such Person who has been authorized to act in the circumstances; (d) any partnership, any general partner thereof; and (e) any other Person (other than an individual), any duly authorized officer or member of such Person, as the context may require, who is authorized to act in matters relating to such Person.

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“Return on Invested Capital” means, for any Payment Date with respect to any Remittance Period, the sum of (i) rate of return, payable to VEPCO, on its Capital Contribution equal to the rate of interest payable on the longest maturing Tranche of Deferred Fuel Cost Bonds plus (ii) any Return on Invested Capital not paid on any prior Payment Date.

“S&P” means S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, or any successor thereto. References to S&P are effective so long as S&P is a Rating Agency.

“Sale Agreement” means the Deferred Fuel Cost Property Purchase and Sale Agreement, dated as of the Closing Date, by and between the Issuer and VEPCO, and acknowledged and accepted by the Indenture Trustee.

“Scheduled Final Payment Date” means, with respect to the Deferred Fuel Cost Bonds, the date with respect to each tranche when all interest and principal is scheduled to be paid in accordance with the Expected Sinking Fund Schedule, as specified in the Supplemental Indenture. For the avoidance of doubt, the Scheduled Final Payment Date shall be the last Scheduled Payment Date set forth in the Expected Sinking Fund Schedule. The “last Scheduled Final Payment Date” means the Scheduled Final Payment Date of the latest maturing Tranche of Deferred Fuel Cost Bonds.

“Scheduled Payment Date” means, with respect to each Tranche of Deferred Fuel Cost Bonds, each Payment Date on which principal for such Tranche is to be paid in accordance with the Expected Sinking Fund Schedule for such Tranche.

“SEC” means the Securities and Exchange Commission.

“Secured Obligations” means the payment of principal of and premium, if any, interest on, and any other amounts owing in respect of, the Deferred Fuel Cost Bonds and all fees, expenses, counsel fees and other amounts due and payable to the Indenture Trustee.

“Secured Parties” means the Indenture Trustee, the Holders and any credit enhancer described in the Supplemental Indenture.

“Securities Act” means the Securities Act of 1933.

“Securities Intermediary” means U.S. Bank National Association, a national banking association, solely in the capacity of a “securities intermediary” as defined in the NY UCC and Federal Book-Entry Regulations or any successor securities intermediary under the Indenture.

“Seller” is defined in the preamble to the Sale Agreement.

“Semi-Annual Servicer’s Certificate” is defined in Section 4.01(c)(ii) of the Servicing Agreement.

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“Semi-Annual True-Up Adjustment” means each adjustment to the Deferred Fuel Cost Charges made in accordance with Section 4.01(b)(i) of the Servicing Agreement.

“Semi-Annual True-Up Adjustment Date” means the first billing cycle of February and August of each year, commencing in August, 2024.

“Servicer” means the Servicer under the Servicing Agreement, which initially is VEPCO.

“Servicer Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in Richmond, Virginia or New York, New York are authorized or obligated by law, regulation or executive order to be closed, on which the Servicer maintains normal office hours and conducts business.

“Servicer Default” is defined in Section 7.01 of the Servicing Agreement.

“Servicer Policies and Practices” means, with respect to the Servicer’s duties under Exhibit A to the Servicing Agreement, the policies and practices of the Servicer applicable to such duties that the Servicer follows with respect to comparable assets that it services for itself and, if applicable, others.

“Servicing Agreement” means the Deferred Fuel Cost Property Servicing Agreement, dated as of the Closing Date, by and between the Issuer and VEPCO, and acknowledged and accepted by the Indenture Trustee.

“Servicing Fee” is defined in Section 6.06(a) of the Servicing Agreement.

“Servicing Standard” means the obligation of the Servicer to calculate, apply, remit and reconcile proceeds of the Property, including Deferred Fuel Cost Charge Payments, and all other Collateral for the benefit of the Issuer and the Holders (a) with the same degree of care and diligence as the Servicer applies with respect to payments owed to it for its own account, (b) in accordance with all applicable procedures and requirements established by the Commission for collection of electric utility tariffs and (c) in accordance with the other terms of the Servicing Agreement.

“Special Payment Date” means the date on which, with respect to any Tranche of the Deferred Fuel Cost Bonds, any payment of principal or of interest (including any interest accruing upon default) on, or any other amount in respect of, the Deferred Fuel Cost Bonds of such Tranche that is not actually paid within 5 days of the Payment Date applicable thereto is to be made by the Indenture Trustee to the Holders.

“Special Record Date” means, with respect to any Special Payment Date, the close of business on the fifteenth day (whether or not a Business Day) preceding such Special Payment Date.

“Sponsor” means VEPCO, in its capacity as “sponsor” of the Deferred Fuel Cost Bonds within the meaning of Regulation AB.

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“State” means any one of the fifty states of the United States of America or the District of Columbia.

“Subaccounts” is defined in Section 8.02(a) of the Indenture.

“Successor” means any successor to VEPCO under the Deferred Fuel Cost Statute, whether pursuant to any bankruptcy, reorganization or other insolvency proceeding or pursuant to any merger, conversion, acquisition, sale or transfer, by operation of law, as a result of electric utility restructuring, or otherwise.

“Successor Servicer” is defined in Section 3.07(e) of the Indenture.

“Supplemental Indenture” means the indenture supplemental to the Indenture in the form attached as Exhibit B to the Indenture that authorizes the issuance of the Deferred Fuel Cost Bonds.

“Tariff” means the most current version of the tariff implementing the Deferred Fuel Cost Charges on file with the Commission.

“Tax Returns” is defined in Section 1(a)(iii) of the Administration Agreement.

“Temporary Deferred Fuel Cost Bonds” means Deferred Fuel Cost Bonds executed and, upon the receipt of an Issuer Order, authenticated and delivered by the Indenture Trustee pending the preparation of Definitive Deferred Fuel Cost Bonds pursuant to Section 2.04 of the Indenture.

“Termination Notice” is defined in Section 7.01 of the Servicing Agreement.

“Tranche” means any one of the groupings of Deferred Fuel Cost Bonds differentiated by schedule final payment date, expected sinking fund schedule, maturity date, interest rate or other terms, as specified in the Supplemental Indenture.

“Tranche Maturity Date” means, with respect to any Tranche of Deferred Fuel Cost Bonds, the maturity date therefor, as specified in the Supplemental Indenture.

“True-Up Adjustment” means any Semi-Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as in force on the Closing Date, unless otherwise specifically provided.

“UCC” means the Uniform Commercial Code as in effect in the relevant jurisdiction.

“Underwriters” means the underwriters who purchase Deferred Fuel Cost Bonds from the Issuer and sell such Deferred Fuel Cost Bonds in a public offering.

“Underwriting Agreement” means the Underwriting Agreement, dated February 5, 2024, by and among the Issuer, VEPCO, and the representatives of the several Underwriters named therein, as the same may be amended, supplemented or modified from time to time, with respect to the issuance of the Deferred Fuel Cost Bonds.

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“U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and that are not callable at the option of the issuer thereof.

“VEPCO” means Virginia Electric and Power Company, a Virginia corporation.

“Virginia UCC” means the Uniform Commercial Code as in effect on the Closing Date in the Commonwealth of Virginia.

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B.	Rules of Construction. Unless the context otherwise requires, in each Basic Document to which this Appendix A is attached:

(a) All accounting terms not specifically defined herein shall be construed in accordance with United States generally accepted accounting principles. To the extent that the definitions of accounting terms in any Basic Document are inconsistent with the meanings of such terms under generally accepted accounting principles or regulatory accounting principles, the definitions contained in such Basic Document shall control.

(b) The term “including” means “including without limitation”, and other forms of the verb “include” have correlative meanings.

(c) All references to any Person shall include such Person’s permitted successors and assigns, and any reference to a Person in a particular capacity excludes such Person in other capacities.

(d) Unless otherwise stated in any of the Basic Documents, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and each of the words “to” and “until” means “to but excluding.”

(e) The words “hereof”, “herein” and “hereunder” and words of similar import when used in any Basic Document shall refer to such Basic Document as a whole and not to any particular provision of such Basic Document. References to Articles, Sections, Appendices and Exhibits in any Basic Document are references to Articles, Sections, Appendices and Exhibits in or to such Basic Document unless otherwise specified in such Basic Document.

(f) The various captions (including the tables of contents) in each Basic Document are provided solely for convenience of reference and shall not affect the meaning or interpretation of any Basic Document.

(g) The definitions contained in this Appendix A apply equally to the singular and plural forms of such terms, and words of the masculine, feminine or neuter gender shall mean and include the correlative words of other genders.

(h) Unless otherwise specified, references to an agreement or other document include references to such agreement or document as from time to time amended, restated, reformed, supplemented or otherwise modified in accordance with the terms thereof (subject to any restrictions on such amendments, restatements, reformations, supplements or modifications set forth in such agreement or document) and include any attachments thereto.

(i) References to any law, rule, regulation or order of a Governmental Authority shall include such law, rule, regulation or order as from time to time in effect, including any amendment, modification, codification, replacement or reenactment thereof or any substitution therefor.

(j) The word “will” shall be construed to have the same meaning and effect as the word “shall”.

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(k) The word “or” is not exclusive.

(l) All terms defined in the relevant Basic Document to which this Appendix A is attached shall have the defined meanings when used in any certificate or other document made or delivered pursuant thereto unless otherwise defined therein.

(m) A term has the meaning assigned to it.

(n) Any days referenced herein that are not defined as Business Days or Servicer Business Days, as applicable, shall be calendar days.

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Principal

Principal Due

Deferred Fuel Cost [_] {__________}

${________}

Deferred Fuel Cost [_] {__________}

${________}

All Deferred Fuel Cost Bonds

${________}

Interest