WITH THE INDENTURE.
(E)
THE SERVICER'S INDEMNIFICATION OBLIGATIONS
UNDER SECTION 6.02(B) AND (D) FOR EVENTS OCCURRING PRIOR TO THE REMOVAL OR
RESIGNATION OF THE TRUSTEE OR ANY INDEPENDENT MANAGER OR THE TERMINATION OF THIS
AGREEMENT SHALL SURVIVE THE RESIGNATION OR REMOVAL OF THE TRUSTEE, ANY
INDEPENDENT MANAGER OR THE TERMINATION OF THIS AGREEMENT AND SHALL INCLUDE
REASONABLE COSTS, FEES AND EXPENSES OF INVESTIGATION AND LITIGATION (INCLUDING
THE ISSUER'S AND THE TRUSTEE'S REASONABLE ATTORNEYS' FEES AND EXPENSES).
INDEMNIFICATION UNDER THIS SECTION 6.02 SHALL SURVIVE ANY REPEAL OF,
MODIFICATION OF, OR SUPPLEMENT TO, OR JUDICIAL INVALIDATION OF, THE
SECURITIZATION ACT OR ANY FINANCING ORDER.
(F)
EXCEPT TO THE EXTENT EXPRESSLY PROVIDED
FOR IN THIS AGREEMENT, THE SALE AGREEMENT OR THE FORMATION DOCUMENTS (INCLUDING
THE SERVICER'S CLAIMS WITH RESPECT TO THE SERVICING FEES AND EXPENSES
REIMBURSEMENT AND THE SELLER'S CLAIM FOR PAYMENT OF THE PURCHASE PRICE OF STORM
RECOVERY PROPERTY), THE SERVICER HEREBY RELEASES AND DISCHARGES THE ISSUER
(INCLUDING ITS MEMBERS, MANAGERS, EMPLOYEES AND AGENTS, IF ANY), THE INDEPENDENT
MANAGER, AND THE TRUSTEE (INCLUDING ITS RESPECTIVE
20
OFFICERS, DIRECTORS AND AGENTS) (COLLECTIVELY, THE "RELEASED PARTIES") FROM ANY
AND ALL CLAIMS WHATSOEVER, WHICH THE SERVICER, IN ITS CAPACITY AS SERVICER OR
OTHERWISE, SHALL OR MAY HAVE AGAINST ANY SUCH PERSON RELATING TO THE STORM
RECOVERY PROPERTY OR THE SERVICER'S ACTIVITIES WITH RESPECT THERETO OTHER THAN
ANY ACTIONS, CLAIMS AND DEMANDS ARISING OUT OF THE WILLFUL MISCONDUCT, BAD FAITH
OR NEGLIGENCE OF THE RELEASED PARTIES.
(G)
THE SERVICER AND THE ISSUER HEREBY
ACKNOWLEDGE THAT, NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE TRUSTEE
IS A THIRD-PARTY BENEFICIARY OF THIS SECTION 6.02 AND IS ENTITLED TO THE
BENEFITS OF THE INDEMNITY FROM THE SERVICER CONTAINED HEREIN AND TO BRING ANY
ACTION TO ENFORCE SUCH INDEMNIFICATION DIRECTLY AGAINST THE SERVICER.
(H)
THE SERVICER SHALL INDEMNIFY THE LPSC (FOR
THE BENEFIT OF CUSTOMERS), THE ISSUER, THE TRUSTEE (FOR ITSELF AND ON BEHALF OF
THE STORM RECOVERY BONDHOLDERS), AND EACH OF THEIR RESPECTIVE TRUSTEES, MEMBERS,
MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FOR, AND DEFEND AND HOLD
HARMLESS EACH SUCH PERSON FROM AND AGAINST, ANY AND ALL LOSSES THAT MAY BE
IMPOSED UPON, INCURRED BY OR ASSERTED AGAINST ANY SUCH PERSON AS A RESULT OF ANY
INCREASE IN THE SERVICING FEE THAT BECOMES PAYABLE PURSUANT TO
SECTION 6.07(B) OF THIS AGREEMENT AS A RESULT OF A DEFAULT RESULTING FROM THE
SERVICER'S MISCONDUCT,
NEGLIGENCE IN PERFORMANCE OF ITS DUTIES OR OBSERVANCE OF
ITS COVENANTS UNDER THIS AGREEMENT OR TERMINATION FOR CAUSE OF CLECO POWER OR AN
AFFILIATE SERVICER. THE INDEMNIFICATION OBLIGATION SET FORTH IN THIS PARAGRAPH
MAY BE ENFORCED BY THE LPSC BUT IS NOT ENFORCEABLE BY ANY THIRD-PARTY COLLECTOR
OR ANY CUSTOMER. ANY INDEMNITY PAYMENTS UNDER THIS PARAGRAPH FOR THE BENEFIT OF
CUSTOMERS SHALL BE REMITTED TO THE TRUSTEE PROMPTLY FOR DEPOSIT INTO THE
COLLECTION ACCOUNT.
SECTION 6.03. MERGER OR CONSOLIDATION OF,
OR ASSUMPTION OF THE OBLIGATIONS OF,
THE SERVICER. Any Person:
(A)
INTO WHICH THE SERVICER MAY BE MERGED,
CONVERTED OR CONSOLIDATED AND WHICH SUCCEEDS TO ALL OR SUBSTANTIALLY