Common use of Limitation on Liability of Servicer and Others Clause in Contracts

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be liable to the Issuer, the Indenture Trustee, the Bondholders or any other Person, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this 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 willful misconduct, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this 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 Agreement. Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be related to or incidental to its duties to service the Securitized Utility Tariff Property in accordance with this Agreement, and that in its opinion may involve it in 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 Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in order to protect the rights and duties of the Issuer or the Indenture Trustee under this Agreement and the interests of the Holders and Customers under this Agreement. The Servicer’s costs and expenses incurred in connection with any such proceeding shall be payable from Securitized Utility Tariff Charge Collections as an Operating Expense (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with the Indenture. The Servicer shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its costs and expenses in taking such actions, and shall not be required to advance its own funds to satisfy its obligations hereunder.

Limitation on Liability of Servicer and Others. Neither Except as otherwise provided under this Agreement, neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be liable to the Issuer, the Indenture Trustee, the Bondholders Bond Issuer or any other Person, except as provided under this Agreement, Person for any action taken or for refraining from the taking of any action pursuant to this Agreement or for good faith errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person director, officer, employee or agent of the Servicer against any liability that would otherwise be imposed by reason of willful misconduct, bad faith misconduct or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Bond Trustee or on any document of any kind, prima facie properly executed and submitted by any Person, respecting any matters arising under this Agreement. Except as provided in this Agreement, including but not limited to Section 5.02(d), the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action relating to the Phase-In-Recovery Property that shall is not be directly related to one of the Servicer’s enumerated duties in this Agreement or incidental related to its duties obligation to service the Securitized Utility Tariff Property in accordance with this Agreementindemnify, and that in its reasonable opinion may involve cause it in 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 Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in order to protect the rights and duties of the Bond Issuer or the Indenture Bond Trustee under this Agreement and the interests of the Holders and Customers under this Agreement. The Servicer’s costs and expenses incurred in connection with any such proceeding shall be payable from Securitized Utility Tariff Charge Collections Phase-In-Recovery Charges received by the Servicer (to be remitted to the Collection Account) as an Operating Expense (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with the Bond Indenture. The Servicer’s obligations pursuant to this Section 6.03 shall survive and continue notwithstanding that payment of such Operating Expense may be delayed pursuant to the terms of the Bond Indenture (it being understood that the Servicer shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its costs and expenses in taking such actions, and shall not may be required initially to advance its own funds to satisfy its obligations hereunder).

Limitation on Liability of Servicer and Others. Neither (a) None of the Servicer nor Servicer, the Administrator, the Indenture Trustee, or any of the directors or officers or employees or agents of the Servicer any such Persons shall be liable under any liability to the Issuer, the Indenture Trustee, the Bondholders or any other PersonTrust, except as provided under in this AgreementAgreement and each Related Document, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for good faith errors in judgmenta Related Document; provided, however, that this provision shall not protect the Servicer Servicer, the Administrator, the Indenture Trustee or any such person Persons against any liability that would otherwise be imposed by reason of willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties or (including negligence with respect to the Servicer’s indemnification obligations hereunder), by reason of reckless disregard of obligations and duties under this AgreementAgreement and each Related Document or any violation of law by the Servicer, the Administrator, the Indenture Trustee or such person, as the case may be; provided, further, that this provision shall not affect any liability to indemnify the Indenture Trustee, the Administrator or the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee, the Administrator or the Owner Trustee, in their individual capacities. The Servicer Servicer, the Administrator, the Indenture Trustee and any director, officer, employee or agent of the Servicer such Persons may rely in good faith on the written advice of counsel or on any document of any kind, kind prima facie properly executed and submitted by any Person, respecting Person pertaining to any matters arising under this Agreement. Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be related to or incidental to its duties to service the Securitized Utility Tariff Property in accordance with this Agreement, and that in its opinion may involve it in 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 Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in order to protect the rights and duties of the Issuer or the The Indenture Trustee under this Agreement and the interests of the Holders and Customers under this Agreement. The Servicer’s costs and expenses incurred in connection with any such proceeding shall be payable from Securitized Utility Tariff Charge Collections as an Operating Expense (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with the Indenture. The Servicer shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its costs and expenses in taking such actions, and shall not be required to advance expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to satisfy its obligations hereunderit in writing prior to the expenditure of risk of such funds or incurrence of financial liability.

Limitation on Liability of Servicer and Others. Neither Except as otherwise provided under this Servicing Agreement, neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be liable to the Issuer, the Indenture Trustee, the Bondholders Issuer or any other Person, except as provided under this Agreement, 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 Person against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Servicing Agreement or the Intercreditor 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. Except as provided in this Servicing Agreement, including Section 5.02(d) and Section 5.02(e), the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action relating to the Securitization Property that shall is not be directly related to one of the Servicer’s enumerated duties in this Servicing Agreement or incidental related to its duties obligation to service the Securitized Utility Tariff Property in accordance with this Agreementpay indemnification, and that in its reasonable opinion may involve cause it in 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 desirable 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 and Customers under this Servicing Agreement. The Servicer’s costs and expenses incurred in connection with any such proceeding shall be payable from Securitized Utility Tariff Charge Collections as an Operating Expense (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with the Indenture. The Servicer shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its costs and expenses in taking such actions, and shall not be required to advance its own funds to satisfy its obligations hereunder.

Limitation on Liability of Servicer and Others. Neither Except as otherwise provided under this Agreement, neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be liable to the Issuer, the Indenture Trustee, the Bondholders Issuer or any other Person, except as provided under this Agreement, Person for any action taken or for refraining from the taking of any action pursuant to this 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 willful misconduct, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Indenture Trustee or on any document of any kind, prima facie properly executed and submitted by any Person, respecting any matters arising under this Agreement. Except as provided in this Agreement, including but not limited to Sections 5.02(d) and (e), the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action relating to the Transition Property that shall is not be directly related to one of the Servicer's enumerated duties in this Agreement or incidental related to its duties obligation to service the Securitized Utility Tariff Property in accordance with this Agreementpay indemnification, and that in its reasonable opinion may involve cause it in 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 Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in order to protect the rights and duties of the Issuer or the Indenture Trustee under this Agreement and the interests of the Holders and Customers under this Agreement. The Servicer’s 's costs and expenses incurred in connection with any such proceeding shall be payable from Securitized Utility Tariff Charge TC Collections as an Operating Expense (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with the Indenture. The Servicer's obligations pursuant to this Section 6.04 shall survive and continue notwithstanding that payment of such Operating Expense may be delayed pursuant to the terms of the Indenture (it being understood that the Servicer shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its costs and expenses in taking such actions, and shall not may be required initially to advance its own funds to satisfy its obligations hereunder).

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors or officers or officers, employees or agents of the Servicer shall be liable under any liability to the Issuer, the Indenture Trustee, the Bondholders or any other Person, except as provided under this Agreement, Seller for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement Agreement, or for good faith errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any breach of warranties or representations made herein, or the failure to perform its obligations in compliance with any standard of care set forth in this Agreement, or any liability that which would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties under this 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, kind prima facie properly executed and submitted by any Person, Person respecting any matters arising under this Agreementhereunder. Except as provided Notwithstanding anything to the contrary contained in this Agreement, unless one or more Events of Default by Servicer shall occur and shall not have been remedied within the time limits set forth in Section 8.1(a) of this Agreement, the Seller shall not record or cause to be recorded an Assignment of Mortgage with the recording office. To the extent the Seller records with the recording office as permitted herein an Assignment of Mortgage which designates the Seller as the holder of record of the Mortgage, the Seller agrees that it shall (i) provide Servicer with immediate notice of any action with respect to the Mortgage or the related Mortgaged Property and ensure that the proper department or person at Servicer receives such notice; and (ii) immediately complete, sign and return to Servicer any document reasonably requested by Servicer to comply with its servicing obligations, including without limitation, any instrument required to release the Mortgage upon payment in full of the obligation or take any other action reasonably required by Servicer. The Seller further agrees that Servicer shall have no liability for the Seller’s failure to comply with the subsections (i) or (ii) in the foregoing sentence. Servicer shall have no liability to the Seller and shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be related to or incidental to its duties to service the Securitized Utility Tariff Property Mortgage Loans in accordance with this Agreement, Agreement and that which in its opinion may involve it in any expense expenses or liability; provided, however, that the Servicer may, in respect with the consent of any Proceedingthe Seller, undertake any such action that which it is not specifically identified in this Agreement as a duty of the Servicer but that the Servicer reasonably determines is may deem necessary or desirable in order respect to protect this Agreement and the rights and duties of the Issuer or parties hereto. In such event, the Indenture Trustee under this Agreement legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the interests of Seller will be liable, and Servicer shall be entitled to be reimbursed therefor from the Holders Seller upon written demand except when such expenses, costs and Customers under this Agreement. The liabilities are subject to Servicer’s costs and expenses incurred in connection with any such proceeding shall be payable from Securitized Utility Tariff Charge Collections as an Operating Expense (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with the Indenture. The Servicer shall have no obligations indemnification under this paragraph if it is not being reimbursed on a current basis for its costs and expenses in taking such actions, and shall not be required to advance its own funds to satisfy its obligations hereunderSection 7.1.

Limitation on Liability of Servicer and Others. Neither Except as otherwise provided under this Agreement, neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be liable to the Issuer, the Indenture Trustee, the Bondholders Issuer or any other Person, except as provided under this Agreement, Person for any action taken or for refraining from the taking of any action pursuant to this 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 willful misconduct, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this 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 Agreement. Except as provided in this Agreement, including but not limited to Sections 5.02(d) and (e), the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action relating to the Transition Property that shall is not be directly related to one of the Servicer’s enumerated duties in this Agreement or incidental related to its duties obligation to service the Securitized Utility Tariff Property in accordance with this Agreementpay indemnification, and that in its reasonable opinion may involve cause it in 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 Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in order to protect the rights and duties of the Issuer or the Indenture Trustee under this Agreement and the interests of the Holders and Customers under this Agreement. The Servicer’s costs and expenses incurred in connection with any such proceeding shall be payable from Securitized Utility Tariff Charge SRC Collections as an Operating Expense (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with the Indenture. The Servicer’s obligations pursuant to this Section 6.04 shall survive and continue notwithstanding that payment of such Operating Expense may be delayed pursuant to the terms of the Indenture (it being understood that the Servicer shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its costs and expenses in taking such actions, and shall not may be required initially to advance its own funds to satisfy its obligations hereunder).

Limitation on Liability of Servicer and Others. Neither Except as otherwise provided under this Agreement, neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be liable to the Issuer, the Indenture Trustee, the Bondholders Issuer or any other Person, except as provided under this Agreement, Person for any action taken or for refraining from the taking of any action pursuant to this 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 willful misconduct, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Indenture Trustee or on any document of any kind, prima facie properly executed and submitted by any Person, respecting any matters arising under this Agreement. Except as provided in this Agreement, including but not limited to Sections 5.02(d) and (e), the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action relating to the Transition Property that shall is not be directly related to one of the Servicer’s enumerated duties in this Agreement or incidental related to its duties obligation to service the Securitized Utility Tariff Property in accordance with this Agreementpay indemnification, and that in its reasonable opinion may involve cause it in 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 Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in order to protect the rights and duties of the Issuer or the Indenture Trustee under this Agreement and the interests of the Holders and Customers under this Agreement. The Servicer’s costs and expenses incurred in connection with any such proceeding shall be payable from Securitized Utility Tariff Charge TC Collections as an Operating Expense (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with the Indenture. The Servicer’s obligations pursuant to this Section 6.04 shall survive and continue notwithstanding that payment of such Operating Expense may be delayed pursuant to the terms of the Indenture (it being understood that the Servicer shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its costs and expenses in taking such actions, and shall not may be required initially to advance its own funds to satisfy its obligations hereunder).

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors or officers or officers, employees or agents of the Servicer shall be liable under any liability to the Issuer, the Indenture Trustee, the Bondholders or any other Person, except as provided under this Agreement, Seller for any action taken taken, or for refraining from the taking of any action action, in good faith pursuant to this Agreement Agreement, or for good faith errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any breach of warranties or representations made herein, or the failure to perform its obligations in compliance with any standard of care set forth in this Agreement, or any liability that which would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations and duties under this 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, kind prima facie properly executed and submitted by any Person, Person respecting any matters arising under this Agreementhereunder. Except as provided Notwithstanding anything to the contrary contained in this Agreement, unless one or more Events of Default by Servicer shall occur and shall not have been remedied within the time limits set forth in Section 8.1(a) of this Agreement, the Seller shall not record or cause to be recorded an Assignment of Mortgage with the recording office. To the extent the Seller records with the recording office as permitted herein an Assignment of Mortgage which designates the Seller as the holder of record of the Mortgage, the Seller agrees that it shall provide Servicer any document reasonably requested by Servicer to comply with its servicing obligations, including without limitation, any instrument required to release the Mortgage upon payment in full of the obligation or take any other action reasonably required by Servicer. The Seller further agrees that Servicer shall have no liability for the Seller’s failure to comply with the foregoing sentence. Servicer shall have no liability to the Seller and shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be related to or incidental to its duties to service the Securitized Utility Tariff Property Mortgage Loans in accordance with this Agreement, Agreement and that which in its opinion may involve it in any expense expenses or liability; provided, however, that the Servicer may, in respect with the consent of any Proceedingthe Seller, undertake any such action that which it is not specifically identified in this Agreement as a duty of the Servicer but that the Servicer reasonably determines is may deem necessary or desirable in order respect to protect this Agreement and the rights and duties of the Issuer or parties hereto. In such event, the Indenture Trustee under this Agreement legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the interests of Seller will be liable, and Servicer shall be entitled to be reimbursed therefor from the Holders Seller upon written demand except when such expenses, costs and Customers under this Agreement. The liabilities are subject to Servicer’s costs and expenses incurred in connection with any such proceeding shall be payable from Securitized Utility Tariff Charge Collections as an Operating Expense (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with the Indenture. The Servicer shall have no obligations indemnification under this paragraph if it is not being reimbursed on a current basis for its costs and expenses in taking such actions, and shall not be required to advance its own funds to satisfy its obligations hereunderSection 7.1.

Limitation on Liability of Servicer and Others. Neither Except as otherwise provided under this Agreement, neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be liable to the Issuer, the Indenture Trustee, the Bondholders Issuer or any other Person, except as provided under this Agreement, Person for any action taken or for refraining from the taking of any action pursuant to this 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 willful misconduct, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement or the Intercreditor Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Indenture Trustee or on any document of any kind, prima facie properly executed and submitted by any Person, respecting any matters arising under this Agreement. Except as provided in this Agreement, including but not limited to Sections 5.02(d) and (e), the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action relating to the Transition Property that shall is not be directly related to one of the Servicer’s enumerated duties in this Agreement or incidental related to its duties obligation to service the Securitized Utility Tariff Property in accordance with this Agreementpay indemnification, and that in its reasonable opinion may involve cause it in 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 Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in order to protect the rights and duties of the Issuer or the Indenture Trustee under this Agreement and the interests of the Holders and Customers under this Agreement. The Servicer’s costs and expenses incurred in connection with any such proceeding shall be payable from Securitized Utility Tariff Charge SRC Collections as an Operating Expense (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with the Indenture. The Servicer’s obligations pursuant to this Section 6.04 shall survive and continue notwithstanding that payment of such Operating Expense may be delayed pursuant to the terms of the Indenture (it being understood that the Servicer shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its costs and expenses in taking such actions, and shall not may be required initially to advance its own funds to satisfy its obligations hereunder).

Limitation on Liability of Servicer and Others. Neither Subject to Section 7.02, neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be liable under any liability to the IssuerTrust, the Indenture Trustee, Trust Collateral Agent or the Bondholders Class A Noteholders or any other Personthe Certificateholders, except as provided under this AgreementAgreement or any other Basic Document to which it is a party, for any action taken or for refraining from the taking of any action omitted to be taken pursuant to this Agreement or for in the good faith errors in judgmentbusiness judgment of the Servicer; 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 bad faith, willful misconductmisconduct in the performance of duties, bad faith or gross by reason of negligence in the performance of duties or by reason of reckless disregard of obligations and its duties under this AgreementAgreement or any other Basic Document to which it is a party. The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on the any advice of counsel counsel, Opinion of Counsel or on any Officer's Certificate of the Seller or certificate of auditors or other document of any kind, prima facie properly executed kind believed to be genuine and submitted to have been signed by any Person, respecting the proper party in respect of any matters arising under this Agreement. Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall not be related to or incidental to its duties to service the Securitized Utility Tariff Property Dealer Loans and the related Contracts in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may, in respect of any Proceeding, may undertake any reasonable action that it is not specifically identified in this Agreement as a duty of the Servicer but that the Servicer reasonably determines is may deem necessary or desirable in order to protect respect of this Agreement and the rights and duties of the Issuer or the Indenture Trustee under parties to this Agreement and the interests of the Holders Class A Noteholders and Customers the Certificateholders under this Agreement. The Servicer’s In such event, the legal expenses and costs of such action and expenses incurred in connection with any such proceeding liability resulting therefrom shall be payable from Securitized Utility Tariff Charge Collections as an Operating Expense (expenses, costs, and shall not be deemed to constitute a portion liabilities of the Servicing Fee) in accordance with the Indenture. The Servicer shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its costs and expenses in taking such actions, and shall not be required to advance its own funds to satisfy its obligations hereunderServicer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be liable under any liability to the Seller, the Issuer, the Indenture Trustee, the Bondholders Owner Trustee, the Noteholders or any other Personthe Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this 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 willful misconductmisfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this 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, kind prima facie properly executed and submitted by any Person, person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be related to or incidental to its duties to service the Securitized Utility Tariff Property Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may, in respect may (with the written consent of any Proceeding, the Owner Trustee or Indenture Trustee) undertake any reasonable action that it is not specifically identified in this Agreement as a duty of the Servicer but that the Servicer reasonably determines is may deem necessary or desirable in order to protect respect of the Basic Documents and the rights and duties of the Issuer or parties to the Indenture Trustee Basic Documents and the interests of the Certificateholders under this Agreement and the interests of the Holders and Customers Noteholders under this Agreement. The Servicer’s costs and expenses incurred in connection with any such proceeding shall be payable from Securitized Utility Tariff Charge Collections as an Operating Expense (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with the Indenture. The Servicer In such event, the reasonable legal expenses and costs for such action and any liability resulting therefrom shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its be expenses, costs and expenses in taking such actions, liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) and shall not the Servicer will be required entitled to advance its own funds to satisfy its obligations hereunderbe reimbursed therefor solely from Available Collections.

Limitation on Liability of Servicer and Others. Neither Except as otherwise provided under this Agreement, neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be liable to the Issuer, the Indenture Trustee, the Bondholders Issuer or any other Person, except as provided under this Agreement, Person for any action taken or for refraining from the taking of any action pursuant to this 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 willful misconduct, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Indenture Trustee or on any document of any kind, prima facie properly executed and submitted by any Person, respecting any matters arising under this Agreement. Except as provided in this Agreement, including but not limited to Sections 5.02(d) and (e), the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action relating to the Phase-In-Recovery Property that shall is not be directly related to one of the Servicer’s enumerated duties in this Agreement or incidental related to its duties obligation to service the Securitized Utility Tariff Property in accordance with this Agreementpay indemnification, and that in its reasonable opinion may involve cause it in 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 Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in order to protect the rights and duties of the Issuer or the Indenture Trustee under this Agreement and the interests of the Holders and Customers under this Agreement. The Servicer’s costs and expenses incurred in connection with any such proceeding shall be payable from Securitized Utility Tariff Phase-In-Recovery Charge Collections as an Operating Expense (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with the Indenture, subject to the Cap described in Section 8.02(e) of the Indenture. The Servicer’s obligations pursuant to this Section 6.04 shall survive and continue notwithstanding that payment of such Operating Expense may be delayed pursuant to the terms of the Indenture (it being understood that the Servicer shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its costs and expenses in taking such actions, and shall not may be required initially to advance its own funds in making expenditures pursuant to satisfy its obligations hereunderthis paragraph).

Limitation on Liability of Servicer and Others. Neither Except as otherwise provided under this Agreement, neither the Servicer nor any of the directors or officers or directors, officers, employees or and agents of the Servicer shall be liable to the Issuer, the Indenture Trustee, the Bondholders Secured Parties or any other Person, except as provided under this Agreement, Person for any action taken or for refraining from the taking of any action pursuant to this Agreement or for good faith errors in judgment; provided, however, that but this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Indenture Trustee or on any document of any kind, prima facie properly executed and submitted by any Person, respecting any matters arising under this Agreement. Except as provided in this Agreement, including Sections 5.02(d) and (e), the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action relating to the Storm Recovery Property that shall is not be directly related to one of the Servicer’s enumerated duties in this Agreement or incidental related to its duties obligation to service the Securitized Utility Tariff Property in accordance with this Agreementpay indemnification, and that in its reasonable opinion may involve cause it in to incur any expense or liability; provided, however, that but the Servicer may, in respect of any Proceeding, undertake any action that it is not specifically identified in this Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in order to protect the rights and duties of the Issuer or the Indenture Trustee under this Agreement and the interests of the Holders and Customers under this Agreement. The Servicer’s costs and expenses incurred in connection with any such proceeding shall be payable from Securitized Utility Tariff Charge SRC Collections as an Operating Expense (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with the Indenture. The Servicer’s obligations pursuant to this Section 6.04 shall survive and continue notwithstanding that payment of such Operating Expense may be delayed pursuant to the terms of the Indenture (it being understood that the Servicer shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its costs and expenses in taking such actions, and shall not may be required initially to advance its own funds to satisfy its obligations hereunder).

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be liable under any liability to the Seller, the Issuer, the Indenture Trustee, the Bondholders Owner Trustee, the Noteholders or any other Personthe Certificateholder, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this 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 willful misconductmisfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this 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, kind prima facie properly executed and submitted by any Person, person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be related to or incidental to its duties to service the Securitized Utility Tariff Property Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; providedPROVIDED, howeverHOWEVER, that the Servicer may, in respect may (with the written consent of any Proceeding, the Owner Trustee or Indenture Trustee) undertake any reasonable action that it is not specifically identified in this Agreement as a duty of the Servicer but that the Servicer reasonably determines is may deem necessary or desirable in order to protect respect of the Basic Documents and the rights and duties of the Issuer or parties to the Indenture Trustee Basic Documents and the interests of the Certificateholder under this Agreement and the interests of the Holders and Customers Noteholders under this Agreement. The Servicer’s costs and expenses incurred in connection with any such proceeding shall be payable from Securitized Utility Tariff Charge Collections as an Operating Expense (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with the Indenture. The Servicer In such event, the reasonable legal expenses and costs for such action and any liability resulting therefrom shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its be expenses, costs and expenses in taking such actions, liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) and shall not the Servicer will be required entitled to advance its own funds to satisfy its obligations hereunderbe reimbursed therefor solely from Available Collections.

Limitation on Liability of Servicer and Others. Neither Except as otherwise provided under this Agreement, neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be liable to the Issuer, the Indenture Trustee, the Bondholders Issuer or any other Person, except as provided under this Agreement, Person for any action taken or for refraining from the taking of any action pursuant to this 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 willful misconduct, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Indenture Trustee or on any document of any kind, prima facie properly executed and submitted by any Person, respecting any matters arising under this Agreement. Except as provided in this Agreement, including but not limited to Sections 5.02(d) and (e), the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action relating to the CRR Property that shall is not be directly related to one of the Servicer’s enumerated duties in this Agreement or incidental related to its duties obligation to service the Securitized Utility Tariff Property in accordance with this Agreementpay indemnification, and that in its reasonable opinion may involve cause it in 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 Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in order to protect the rights and duties of the Issuer or the Indenture Trustee under this Agreement and the interests of the Holders and Customers under this Agreement. The Servicer’s costs and expenses incurred in connection with any such proceeding shall be payable from Securitized Utility Tariff CRR Charge Collections as an Operating Expense (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with the Indenture. The Servicer’s obligations pursuant to this Section 6.04 shall survive and continue notwithstanding that payment of such Operating Expense may be delayed pursuant to the terms of the Indenture (it being understood that the Servicer shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its costs and expenses in taking such actions, and shall not may be required initially to advance its own funds in making expenditures pursuant to satisfy its obligations hereunderthis paragraph).

Limitation on Liability of Servicer and Others. Neither Except as otherwise provided under this Agreement, neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be liable to the Issuer, the Indenture Trustee, the Bondholders Issuer or any other Person, except as provided under this Agreement, Person for any action taken or for refraining from the taking of any action pursuant to this 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 willful misconduct, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement or the Intercreditor Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Indenture Trustee or on any document of any kind, prima facie properly executed and submitted by any Person, respecting any matters arising under this Agreement. Except as provided in this Agreement, including but not limited to Sections 5.02(d) and (e), the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action relating to the Transition Property that shall is not be directly related to one of the Servicer’s enumerated duties in this Agreement or incidental related to its duties obligation to service the Securitized Utility Tariff Property in accordance with this Agreementpay indemnification, and that in its reasonable opinion may involve cause it in 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 Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in order to protect the rights and duties of the Issuer or the Indenture Trustee under this Agreement and the interests of the Holders and Customers under this Agreement. The Servicer’s costs and expenses incurred in connection with any such proceeding shall be payable from Securitized Utility Tariff Charge TC Collections as an Operating Expense (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with the Indenture. The Servicer’s obligations pursuant to this Section 6.04 shall survive and continue notwithstanding that payment of such Operating Expense may be delayed pursuant to the terms of the Indenture (it being understood that the Servicer shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its costs and expenses in taking such actions, and shall not may be required initially to advance its own funds to satisfy its obligations hereunder).

Limitation on Liability of Servicer and Others. Neither Except as otherwise provided under this Agreement, including but not limited to Section 8.01, neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be liable to the Issuer, the Indenture Trustee, the Bondholders Issuer or any other Person, except as provided under this Agreement, Person for any action taken or for refraining from the taking of any action pursuant to this 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 willful misconduct, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Indenture Trustee or on any document of any kind, prima facie properly executed and submitted by any Person, respecting any matters arising under this Agreement. Except as provided in this Agreement, including but not limited to Section 5.02(d), the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action relating to the Rate Stabilization Property that shall is not be directly related to one of the Servicer’s enumerated duties in this Agreement or incidental related to its duties obligation to service the Securitized Utility Tariff Property in accordance with this Agreementpay indemnification, and that in its reasonable opinion may involve cause it in 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 Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in order to protect the rights and duties of the Issuer or the Indenture Trustee under this Agreement and the interests of the Holders and Customers under this Agreement. The Servicer’s costs and expenses incurred in connection with any such proceeding shall be payable from Securitized Utility Tariff Charge Collections the Collection Account as an Operating Expense (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with Section 8.02(e) of the Indenture. The Servicer’s obligations pursuant to this Section 6.03 shall survive and continue notwithstanding that payment of such Operating Expense may be delayed pursuant to the terms of the Indenture (it being understood that the Servicer shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its costs and expenses in taking such actions, and shall not may be required initially to advance its own funds to satisfy its obligations hereunder).

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be liable under any liability to the Seller, the Issuer, the Indenture Trustee, Noteholders or the Bondholders or any other PersonCertificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this 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 willful misconductmisfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this 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, kind prima facie properly executed and submitted by any Person, person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be related to or incidental to its duties to service the Securitized Utility Tariff Property Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; providedPROVIDED, howeverHOWEVER, that the Servicer may, in respect may (with the written consent of any Proceeding, the Owner Trustee or Indenture Trustee) undertake any reasonable action that it is not specifically identified in this Agreement as a duty of the Servicer but that the Servicer reasonably determines is may deem necessary or desirable in order to protect respect of the Basic Documents and the rights and duties of the Issuer or parties to the Indenture Trustee Basic Documents and the interests of the Certificateholders under this Agreement and the interests of the Holders and Customers Noteholders under this Agreement. The Servicer’s costs and expenses incurred in connection with any such proceeding shall be payable from Securitized Utility Tariff Charge Collections as an Operating Expense (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with the Indenture. The Servicer In such event, the reasonable legal expenses and costs for such action and any liability resulting therefrom shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its be expenses, costs and expenses in taking such actions, liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) and shall not the Servicer will be required entitled to advance its own funds to satisfy its obligations hereunderbe reimbursed therefor solely from Available Collections.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be liable under any liability to the Seller, the Issuer, the Indenture Trustee, the Bondholders Owner Trustee, the Delaware Trustee, the Noteholders or any other Personthe Certificateholder, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this 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 willful misconductmisfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this 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, kind prima facie properly executed and submitted by any Person, person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be related to or incidental to its duties to service the Securitized Utility Tariff Property Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may, in respect may (with the written consent of any Proceeding, the Owner Trustee or Indenture Trustee) undertake any reasonable action that it is not specifically identified in this Agreement as a duty of the Servicer but that the Servicer reasonably determines is may deem necessary or desirable in order to protect respect of the Basic Documents and the rights and duties of the Issuer or parties to the Indenture Trustee Basic Documents and the interests of the Certificateholder under this Agreement and the interests of the Holders and Customers Noteholders under this Agreement. The Servicer’s costs and expenses incurred in connection with any such proceeding shall be payable from Securitized Utility Tariff Charge Collections as an Operating Expense (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with the Indenture. The Servicer In such event, the reasonable legal expenses and costs for such action and any liability resulting therefrom shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its be expenses, costs and expenses in taking such actions, liabilities of the Trust Estate and shall not the Servicer will be required entitled to advance its own funds to satisfy its obligations hereunderbe reimbursed therefor solely from Available Collections.

Limitation on Liability of Servicer and Others. (a) The Servicer will be liable under this Agreement only to the extent of the obligations specifically undertaken by the Servicer under this Agreement and the representations and warranties made by the Servicer hereunder. Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall will be liable under any liability to the IssuerIssuing Entity, the Grantor Trust, the Indenture Trustee, the Bondholders Owner Trustee, the Grantor Trust Trustee, the Collateral Custodian, the Backup Servicer, the Seller, the Noteholders or any other Personthe Certificateholders, except as provided in Section 4.2 of this Agreement and as otherwise provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for good faith errors in judgment; provided, however, that this provision shall will not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misconduct, misconduct or bad faith or gross negligence in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on the advice any Opinion of counsel Counsel or on any document Officer’s Certificate of any kind, prima facie properly executed the Seller or certificate of auditors believed to be genuine and submitted to have been signed by any Person, respecting the proper party in respect of any matters arising under this Agreement. Except as provided in this AgreementAdditionally, the Servicer shall not be under liable for any obligation to appear in, prosecute failure or defend any legal action that shall not be related to delay in the performance of its obligations or incidental to its duties to service the Securitized Utility Tariff Property in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may, in respect taking of any Proceeding, undertake any action that it is not specifically identified in this Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in order to protect the rights and duties of the Issuer or the Indenture Trustee under this Agreement and if that failure or delay arises from compliance by the interests of the Holders and Customers under this Agreement. The Servicer’s costs and expenses incurred in connection Servicer with any such proceeding shall be payable from Securitized Utility Tariff Charge Collections as an Operating Expense (and shall not be deemed to constitute Applicable Law or court order or the direction of a portion of the regulatory authority. CRVNA 2022-P3 Servicing Fee) in accordance with the Indenture. The Servicer shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its costs and expenses in taking such actions, and shall not be required to advance its own funds to satisfy its obligations hereunder.Agreement

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors or officers or The directors, officers, employees or agents of the Servicer shall not be liable under any liability to the IssuerTrust, the Indenture Trustee, the Bondholders Holders, any Credit Enhancement Provider or any other Person, except as provided under this Agreement, for any action taken Person hereunder or for refraining from the taking of any action pursuant to any document delivered hereunder, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the execution of this Agreement or for good faith errors in judgmentand any Supplement and the issuance of the Certificates; provided, however, provided that this provision shall not protect the directors, officers, employees and agents of Servicer or any such person against any liability that which would otherwise be imposed by reason of willful misconductmisfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Except as provided in Section 8.4 with respect to the Trust and Trustee, its officers, directors, employees and agents, Servicer shall not be under any liability to the Trust, Trustee, its officers, directors, employees and agents, the Holders or any other Person for any action taken or for refraining from the taking of any action in its capacity as Servicer pursuant to this AgreementAgreement or any Supplement; provided that this provision shall not protect Servicer against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of its reckless disregard of its obligations and duties hereunder or under any Supplement. 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, kind prima facie properly executed and submitted by any Person, Person respecting any matters arising under this Agreementhereunder. Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be related to or incidental to its duties to service the Securitized Utility Tariff Property Receivables in accordance with this Agreement, and that Agreement which in its reasonable opinion may involve it in 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 Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in order to protect the rights and duties of the Issuer or the Indenture Trustee under this Agreement and the interests of the Holders and Customers under this Agreement. The Servicer’s costs and expenses incurred in connection with any such proceeding shall be payable from Securitized Utility Tariff Charge Collections as an Operating Expense (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with the Indenture. The Servicer shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its costs and expenses in taking such actions, and shall not be required to advance its own funds to satisfy its obligations hereunder.

Limitation on Liability of Servicer and Others. (a) The Servicer will be liable under this Agreement only to the extent of the obligations specifically undertaken by the Servicer under this Agreement and the representations and warranties made by the Servicer hereunder. Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall will be liable under any liability to the IssuerIssuing Entity, the Grantor Trust, the Indenture Trustee, the Bondholders Owner Trustee, the Grantor Trust Trustee, the Collateral Custodian, the Backup Servicer, the Seller, the Noteholders or any other Personthe Certificateholders, except as provided in Section 4.2 of this Agreement and as otherwise provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for good faith errors in judgment; provided, however, that this provision shall will not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misconduct, misfeasance or bad faith or gross negligence in the performance of duties or by reason of its failure to perform its obligations or of reckless disregard of obligations and duties under this Agreement, or by reason of negligence in the performance of its duties under this Agreement (except for errors in judgment). The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on the advice any Opinion of counsel Counsel or on any document Officer’s Certificate of any kind, prima facie properly executed the Seller or certificate of auditors believed to be genuine and submitted to have been signed by any Person, respecting the proper party in respect of any matters arising under this Agreement. Except as provided in this AgreementAdditionally, the Servicer shall not be under liable for any obligation to appear in, prosecute failure or defend any legal action that shall not be related to delay in the performance of its obligations or incidental to its duties to service the Securitized Utility Tariff Property in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may, in respect taking of any Proceeding, undertake any action that it is not specifically identified in this Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in order to protect the rights and duties of the Issuer or the Indenture Trustee under this Agreement and if that failure or delay arises from compliance by the interests of the Holders and Customers under this Agreement. The Servicer’s costs and expenses incurred in connection Servicer with any such proceeding shall be payable from Securitized Utility Tariff Charge Collections as an Operating Expense (and shall not be deemed to constitute Applicable Law or court order or the direction of a portion of the regulatory authority. 16 CRVNA 2022-P2 Servicing Fee) in accordance with the Indenture. The Servicer shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its costs and expenses in taking such actions, and shall not be required to advance its own funds to satisfy its obligations hereunder.Agreement

Limitation on Liability of Servicer and Others. Neither Except as otherwise provided under this Servicing Agreement, neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be liable to the Issuer, the Indenture Trustee, the Bondholders Issuer or any other Person, except as provided under this Agreement, 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 Person against any liability that would otherwise be imposed by reason of negligence, recklessness or willful misconduct, bad faith or gross negligence 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. 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 that shall not be related relating to or incidental to its duties to service the Securitized Utility Tariff Property that is not directly related to one of the Servicer’s enumerated duties in accordance with this AgreementServicing Agreement or related to its obligation to pay indemnification, and that in its reasonable opinion may involve cause it in 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 desirable 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 and Customers under this Servicing Agreement. The Servicer’s costs and expenses incurred in connection with any such proceeding Proceeding shall be payable from Securitized Utility Tariff Charge Collections Charges as an Operating Expense Ongoing Financing Cost (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with the Indenture. The Servicer’s obligations pursuant to this Section 6.04 shall survive and continue notwithstanding that payment of such Ongoing Financing Cost may be delayed pursuant to the terms of the Indenture (it being understood that the Servicer shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its costs and expenses in taking such actions, and shall not may be required initially to advance its own funds to satisfy its obligations hereunder).

Limitation on Liability of Servicer and Others. Neither Except as otherwise provided under this Agreement, neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be liable to the Issuer, the Indenture Trustee, the Bondholders Issuer or any other Person, except as provided under this Agreement, Person for any action taken or for refraining from the taking of any action pursuant to this 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 willful misconduct, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Indenture Trustee or on any document of any kind, prima facie properly executed and submitted by any Person, respecting any matters arising under this Agreement. Except as provided in this Agreement, including but not limited to Sections 5.02(d) and (e), the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action relating to the Storm Recovery Property that shall is not be directly related to one of the Servicer’s enumerated duties in this Agreement or incidental related to its duties obligation to service the Securitized Utility Tariff Property in accordance with this Agreementpay indemnification, and that in its reasonable opinion may involve cause it in 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 Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in order to protect the rights and duties of the Issuer or the Indenture Trustee under this Agreement and the interests of the Holders and Customers under this Agreement. The Servicer’s costs and expenses incurred in connection with any such proceeding shall be payable from Securitized Utility Tariff Charge Collections SRC Remittances as an Operating Expense in accordance with the Indenture (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with the Indenture). The Servicer’s obligations pursuant to this Section 6.04 shall survive and continue notwithstanding that payment of such Operating Expense may be delayed pursuant to the terms of the Indenture (it being understood that the Servicer shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its costs and expenses in taking such actions, and shall not may be required initially to advance its own funds to satisfy its obligations hereunder).

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be liable under any liability to the Issuer, the Indenture Trustee, the Bondholders or any other Person, except as provided under this Agreement, Issuer for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement Mortgage Loan Purchase and 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 breach of warranties or representations made herein, or failure to perform its obligations in compliance with any standard of care set forth in this Mortgage Loan Purchase and Servicing Agreement, or any liability that which would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in any breach of the performance terms and conditions of duties or by reason of reckless disregard of obligations this Mortgage Loan Purchase 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 which it in good faith reasonably believes to be genuine and submitted to have been adopted or signed by any Person, the proper authorities respecting any matters arising under this Agreementhereunder. Except as provided in this Agreement, the The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be related to or incidental to its duties to service the Securitized Utility Tariff Property Mortgage Loans in accordance with this Agreement, Mortgage Loan Purchase and that Servicing Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may, in respect with the consent of any Proceedingthe Issuer, undertake any such action that which it is not specifically identified in this Agreement as a duty of the Servicer but that the Servicer reasonably determines is may deem necessary or desirable in order with respect to protect this Mortgage Loan Purchase and Servicing Agreement and the rights and duties of the parties hereto. In such event, the Servicer shall be entitled to reimbursement from the Issuer or the Indenture Trustee under this Agreement and the interests of the Holders reasonable legal expenses and Customers under this Agreement. The Servicer’s costs and expenses incurred in connection with any of such proceeding shall be payable from Securitized Utility Tariff Charge Collections as an Operating Expense (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with the Indenture. The Servicer shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its costs and expenses in taking such actions, and shall not be required to advance its own funds to satisfy its obligations hereunderaction.

Limitation on Liability of Servicer and Others. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be liable under any liability to the Issuer, the Indenture Trustee, the Bondholders or any other PersonFIACC, except as expressly provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for any action taken in good faith or for 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 willful misconduct, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind PRIMA FACIE properly executed and submitted by any Person respecting any matters arising under this Agreement. The Servicer shall not be liable for an error of judgment made in good faith by a Servicing Employee, unless it shall be proved that the Servicer shall have been grossly negligent in ascertaining the pertinent facts. The Servicer and any director, officer, employee or agent of the Servicer may rely consult with counsel respecting any matters arising under this Agreement and shall be protected in relying 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 Agreementsuch counsel. Except as expressly provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall not be related to or incidental to its duties to service the Securitized Utility Tariff Property Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may, in respect of any Proceeding, may undertake any reasonable action that it is not specifically identified in this Agreement as a duty of the Servicer but that the Servicer reasonably determines is may deem necessary or desirable in order to protect respect of this Agreement and the rights and duties of the Issuer or the Indenture Trustee under this Agreement and the interests of the Holders and Customers under parties to this Agreement. The Servicer’s In such event, the reasonable legal expenses and costs of such action and expenses incurred in connection with any such proceeding liability resulting therefrom shall be payable from Securitized Utility Tariff Charge Collections as an Operating Expense (29 SERVICING AGREEMENT expenses, costs, and shall not be deemed to constitute a portion liabilities of FIACC and the Servicing Fee) in accordance with the Indenture. The Servicer shall have no obligations be entitled to be reimbursed therefor. Rights of reimbursement under this paragraph if it is not being reimbursed on a current basis for its costs and expenses in taking such actions, and Section 7.04 shall not be required to advance its own funds to satisfy its obligations hereundersurvive the termination of this Agreement.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be liable under any liability to the Issuer, the Indenture Trustee, the Bondholders Trust, the Contributor, the Transferor, the Depositor or any other Personthe Certificateholders, except as provided under this Agreementherein, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for good faith errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreementhereunder. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind, kind prima facie properly executed and submitted by any Person, Person respecting any matters arising under this Agreementhereunder. Except as provided in this Agreementherein, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall is not be related to or incidental to its duties to service the Securitized Utility Tariff Transferred Property in accordance with this Agreement, Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may, in respect of may take any Proceeding, undertake any such non-incidental action that it is not specifically identified in this Agreement as a duty of the Servicer but reasonable and that the Servicer reasonably determines is may be necessary or desirable in order to protect respect of this Agreement and the rights and duties of the Issuer or the Indenture Trustee under this Agreement parties hereto and the interests of 67 73 the Holders Certificateholders hereunder, provided that the Servicer shall notify the Trustee of such proposed action and Customers under this Agreementthe Servicer may thereafter commence such action unless the Trustee shall have disapproved the proposed action by so notifying the Servicer within five Business Days. The Servicer’s In the event the Servicer takes such action, the reasonably incurred legal expenses and costs of such action and any liabilities resulting therefrom shall be expenses, costs and expenses incurred in connection with any such proceeding liabilities of the Trust, and the Servicer shall be payable from Securitized Utility Tariff Charge Collections as an Operating Expense (and shall not entitled to be deemed reimbursed therefor pursuant to constitute a portion of the Servicing FeeSection 6.04(c)(iii) in accordance with the Indenture. The Servicer shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its costs and expenses in taking such actions, and shall not be required to advance its own funds to satisfy its obligations hereunderhereof.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors or officers or The directors, officers, employees or agents of the Servicer shall not be liable under any liability to the IssuerTrust, the Indenture Trustee, the Bondholders Holders, any Credit Enhancement provider or any other Person, except as provided under this Agreement, for any action taken Person hereunder or for refraining from the taking of any action pursuant to any document delivered hereunder, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the execution of this Agreement or for good faith errors in judgmentand any Supplement and the issuance of the Certificates; provided, however, provided that this provision shall not protect the directors, officers, employees and agents of Servicer or any such person against any liability that which would otherwise be imposed by reason of willful misconductmisfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Except as provided in Section 8.4 with respect to the Trust and Trustee, its officers, directors, employees and agents, Servicer shall not be under any liability to the Trust, Trustee, its officers, directors, employees and agents, the Holders, any Credit Enhancement Provider or any other Person for any action taken or for refraining from the taking of any action in its capacity as Servicer pursuant to this AgreementAgreement or any Supplement; provided that this provision shall not protect Servicer against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of its reckless disregard of its obligations and duties hereunder or under any Supplement. 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, kind prima facie properly executed and submitted by any Person, Person respecting any matters arising under this Agreementhereunder. Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be related to or incidental to its duties to service the Securitized Utility Tariff Property Receivables in accordance with this Agreement, and that Agreement which in its reasonable opinion may involve it in 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 Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in order to protect the rights and duties of the Issuer or the Indenture Trustee under this Agreement and the interests of the Holders and Customers under this Agreement. The Servicer’s costs and expenses incurred in connection with any such proceeding shall be payable from Securitized Utility Tariff Charge Collections as an Operating Expense (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with the Indenture. The Servicer shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its costs and expenses in taking such actions, and shall not be required to advance its own funds to satisfy its obligations hereunder.

Limitation on Liability of Servicer and Others. Neither Except as otherwise provided under this Agreement, neither the Servicer nor any of the directors or officers or directors, officers, employees or and agents of the Servicer shall be liable to the Issuer, the Indenture Trustee, the Bondholders Issuer or any other Person, except as provided under this Agreement, Person for any action taken or for refraining from the taking of any action pursuant to this Agreement or for good faith errors in judgment; provided, however, that but this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or gross [gross] negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Indenture Trustee or on any document of any kind, prima facie properly executed and submitted by any Person, respecting any matters arising under this Agreement. Except as provided in this Agreement, including Sections 5.02(d) and (e), the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action relating to the Investment Recovery Property that shall is not be directly related to one of the Servicer’s enumerated duties in this Agreement or incidental related to its duties obligation to service the Securitized Utility Tariff Property in accordance with this Agreementpay indemnification, and that in its reasonable opinion may involve cause it in to incur any expense or liability; provided, however, that but the Servicer may, in respect of any Proceeding, undertake any action that it is not specifically identified in this Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in order to protect the rights and duties of the Issuer or the Indenture Trustee under this Agreement and the interests of the Holders and Customers under this Agreement. The Servicer’s costs and expenses incurred in connection with any such proceeding shall be payable from Securitized Utility Tariff Charge IRC Collections as an Operating Expense (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with the Indenture. The Servicer’s obligations pursuant to this Section 6.04 shall survive and continue notwithstanding that payment of such Operating Expense may be delayed pursuant to the terms of the Indenture (it being understood that the Servicer shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its costs and expenses in taking such actions, and shall not may be required initially to advance its own funds to satisfy its obligations hereunder).

Limitation on Liability of Servicer and Others. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be liable under any liability to the Issuer, the Indenture Trustee, the Bondholders or any other PersonFIRC, except as expressly provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for any action taken in good faith or for 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 willful misconduct, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind PRIMA FACIE properly executed and submitted by any Person respecting any matters arising under this Agreement. The Servicer shall not be liable for an error of judgment made in good faith by a Servicing Employee, unless it shall be proved that the Servicer shall have been grossly negligent in ascertaining the pertinent facts. The Servicer and any director, officer, employee or agent of the Servicer may rely consult with counsel respecting any matters arising under this Agreement and shall be protected in relying 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 Agreementsuch counsel. Except as expressly provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall not be related to or incidental to its duties to service the Securitized Utility Tariff Property Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may, in respect of any Proceeding, may undertake any reasonable action that it is not specifically identified in this Agreement as a duty of the Servicer but that the Servicer reasonably determines is may deem necessary or desirable in order to protect respect of this Agreement and the rights and duties of the Issuer or the Indenture Trustee under this Agreement and the interests of the Holders and Customers under parties to this Agreement. The Servicer’s In such event, the reasonable legal expenses and costs of such action and expenses incurred in connection with any such proceeding liability resulting therefrom shall be payable from Securitized Utility Tariff Charge Collections as an Operating Expense (expenses, costs, and shall not be deemed to constitute a portion liabilities of FIRC and the Servicing Fee) in accordance with the Indenture. The Servicer shall have no obligations be entitled to be reimbursed therefor. Rights of reimbursement under this paragraph if it is not being reimbursed on a current basis for its costs and expenses in taking such actions, and Section 7.04 shall not be required to advance its own funds to satisfy its obligations hereunder.survive the termination of this Agreement. SERVICING AGREEMENT

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors or officers or The directors, officers, employees or agents of the Servicer shall not be liable under any liability to the IssuerTrust, the Indenture Trustee, the Bondholders Holders, any Credit Enhancement Provider or any other Person, except as provided under this Agreement, for any action taken Person hereunder or for refraining from the taking of any action pursuant to any document delivered hereunder, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the execution of this Agreement or for good faith errors in judgmentand any Supplement and the issuance of the Certificates; provided, however, provided that this provision shall not protect the directors, officers, employees and agents of Servicer or any such person against any liability that which would otherwise be imposed by reason of willful misconductmisfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. Except as provided in Section 8.4 with respect to the Trust and Trustee, its officers, directors, employees and agents, Servicer shall not be under any liability to the Trust, Trustee, its officers, directors, employees and agents, the Holders or any other Person for any action taken or for refraining from the taking of any action in its capacity as Servicer pursuant to this AgreementAgreement or any Supplement; provided that this provision shall not protect Servicer against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of its reckless disregard of its obligations and duties hereunder or under any Supplement. 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, kind prima facie properly executed and submitted by any Person, Person respecting any matters arising under this Agreementhereunder. Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall which is not be related to or incidental to its duties to service the Securitized Utility Tariff Property Receivables in accordance with this Agreement, and that Agreement which in its reasonable opinion may involve it in 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 Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in order to protect the rights and duties of the Issuer or the Indenture Trustee under this Agreement and the interests of the Holders and Customers under this Agreement. The Servicer’s costs and expenses incurred in connection with any such proceeding shall be payable from Securitized Utility Tariff Charge Collections as an Operating Expense (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with the Indenture. The Servicer shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its costs and expenses in taking such actions, and shall not be required to advance its own funds to satisfy its obligations hereunder.SECTION 8.4

Limitation on Liability of Servicer and Others. Neither (a) None of the Servicer nor Servicer, the Administrator, the Indenture Trustee, or any of the directors or officers or employees or agents of the Servicer any such Persons shall be liable under any liability to the Issuer, the Indenture Trustee, the Bondholders or any other PersonTrust, except as provided under in this AgreementAgreement and each Related Document, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for good faith errors in judgmenta Related Document; provided, however, that this provision shall not protect the Servicer Servicer, the Administrator, the Indenture Trustee or any such person Persons against any liability that would otherwise be imposed by reason of willful misconductmisfeasance, bad faith or gross negligence (excluding errors in judgment) in the performance of duties or (including negligence with respect to the Servicer’s indemnification obligations hereunder), by reason of reckless disregard of obligations and duties under this AgreementAgreement and each Related Document or any violation of law by the Servicer, the Administrator, the Indenture Trustee or such person, as the case may be; provided, further, that this provision shall not affect any liability to indemnify the Indenture Trustee, the Administrator, the Delaware Trustee or the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Indenture Trustee, the Administrator, the Delaware Trustee or the Owner Trustee, in their individual capacities. The Servicer Servicer, the Administrator, the Indenture Trustee and any director, officer, employee or agent of the Servicer such Persons may rely in good faith on the written advice of counsel or on any document of any kind, kind prima facie properly executed and submitted by any Person, respecting Person pertaining to any matters arising under this Agreement. Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be related to or incidental to its duties to service the Securitized Utility Tariff Property in accordance with this Agreement, and that in its opinion may involve it in 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 Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in order to protect the rights and duties of the Issuer or the The Indenture Trustee under this Agreement and the interests of the Holders and Customers under this Agreement. The Servicer’s costs and expenses incurred in connection with any such proceeding shall be payable from Securitized Utility Tariff Charge Collections as an Operating Expense (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with the Indenture. The Servicer shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its costs and expenses in taking such actions, and shall not be required to advance expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if the repayment of such funds or adequate written indemnity against such risk or liability is not reasonably assured to satisfy its obligations hereunderit in writing prior to the expenditure of risk of such funds or incurrence of financial liability.

Limitation on Liability of Servicer and Others. The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be liable under any liability to the Issuer, the Indenture Trustee, the Bondholders or any other PersonFIARC, except as expressly provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for any action taken in good faith or for 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 willful misconduct, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind PRIMA FACIE properly executed and submitted by any Person respecting any matters arising under this Agreement. The Servicer shall not be liable for an error of judgment made in good faith by a Servicing Employee, unless it shall be proved that the Servicer shall have been grossly negligent in ascertaining the pertinent facts. The Servicer and any director, officer, employee or agent of the Servicer may rely consult with counsel respecting any matters arising under this Agreement and shall be protected in relying 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 Agreementsuch counsel. Except as expressly provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall not be related to or incidental to its duties to service the Securitized Utility Tariff Property Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may, in respect of any Proceeding, may undertake any reasonable action that it is not specifically identified in this Agreement as a duty of the Servicer but that the Servicer reasonably determines is may deem necessary or desirable in order to protect respect of this Agreement and the rights and duties of the Issuer or the Indenture Trustee under this Agreement and the interests of the Holders and Customers under parties to this Agreement. The Servicer’s In such event, the reasonable legal expenses and costs of such action and expenses incurred in connection with any such proceeding liability resulting therefrom shall be payable from Securitized Utility Tariff Charge Collections as an Operating Expense (expenses, costs, and shall not be deemed to constitute a portion liabilities of FIARC and the Servicing Fee) in accordance with the Indenture. The Servicer shall have no obligations be entitled to be reimbursed therefor. Rights of reimbursement under this paragraph if it is not being reimbursed on a current basis for its costs and expenses in taking such actions, and Section 7.04 shall not be required to advance its own funds to satisfy its obligations hereundersurvive the termination of this Agreement.

Limitation on Liability of Servicer and Others. Neither Except as otherwise provided under this Agreement, neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be liable to the Issuer, the Indenture Trustee, the Bondholders Issuer or any other Person, except as provided under this Agreement, Person for any action taken or for refraining from the taking of any action pursuant to this Agreement or for good faith errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement or the Intercreditor Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of its counsel and professional consultants, or on any document of any kind, prima facie properly executed and submitted by any Person, respecting any matters arising under this Agreement. Except as provided in this Agreement, including but not limited to Sections 5.02(d) and (e), the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action relating to the Uplift Property that shall is not be directly related to one of the Servicer's enumerated duties in this Agreement or incidental related to its duties obligation to service the Securitized Utility Tariff Property in accordance with this Agreementpay Indemnified Losses, and that in its reasonable opinion may involve cause it in 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 Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in order to protect the rights and duties interests of the Issuer or the Indenture Trustee under this Agreement and the interests of the Holders and Customers under this Agreement. The Servicer’s 's costs and expenses incurred in connection with any such proceeding Proceeding shall be payable from Securitized Utility Tariff Uplift Charge Collections as an Operating Expense (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with the Indenture. The Servicer's obligations pursuant to this Section 6.04 shall survive and continue notwithstanding that payment of such Operating Expense may be reasonably delayed pursuant to the terms of the Indenture (it being understood that the Servicer shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its costs and expenses in taking such actions, and shall not may be required initially to advance its own funds to satisfy its obligations hereunder).

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be liable under any liability to the IssuerTrust, the Indenture Trustee, Trust Collateral Agent or the Bondholders Noteholders or any other Personthe Certificateholders, except as provided under this AgreementAgreement or any other Basic Document to which it is a party, for any action taken or for refraining from the taking of any action omitted to be taken pursuant to this Agreement or for in the good faith errors in judgmentbusiness judgment of the Servicer; 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 bad faith, willful misconductmisconduct in the performance of duties, bad faith or gross by reason of negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under this AgreementAgreement or any other Basic Document to which it is a party. The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on the any written advice of counsel counsel, Opinion of Counsel or on any Officer's Certificate of the Transferor or certificate of auditors or other document of any kind, prima facie properly executed kind reasonably believed to be genuine and submitted to have been signed by any Person, respecting the proper party in respect of any matters arising under this Agreement. Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute prosecute, or defend any legal action that shall not be related to or incidental to its duties to service the Securitized Utility Tariff Property Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may, in respect of any Proceeding, may undertake any reasonable legal action in accordance with the servicing standard that it is not specifically identified may in this Agreement as a duty of the Servicer but that the Servicer reasonably determines is good faith deem necessary or desirable in order to protect the rights respect of this Agreement and thx xxxxxx xnd duties of the Issuer or the Indenture Trustee under parties to this Agreement and the interests of the Holders Noteholders and Customers the Certificateholders under this Agreement. The Servicer’s In such event, the legal expenses and costs of such action and expenses incurred in connection with any such proceeding liability resulting therefrom shall be payable from Securitized Utility Tariff Charge Collections as an Operating Expense (expenses, costs, and shall not be deemed to constitute a portion liabilities of the Servicing Fee) in accordance with the Indenture. The Servicer shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its costs and expenses in taking such actions, and shall not be required to advance its own funds to satisfy its obligations hereunderServicer.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be liable under any liability to the Issuer, Issuer or the Indenture Trustee, the Bondholders or any other PersonSecurityholders, except as specifically provided under in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement the Basic Documents or for good faith errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person Person against any liability that would otherwise be imposed by reason of willful misconductmisfeasance, bad faith or gross negligence (negligence, in the case of the initial Servicer) in the performance of duties or by reason of reckless (negligent, in the case of the initial Servicer) disregard of obligations and duties under this Agreementthe Basic Documents. The Servicer and any director, officer, officer or employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind, kind prima facie properly executed and submitted by any Person, Person respecting any matters arising under this Agreement. [Reserved.] Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall is not be related to or incidental to its duties to service the Securitized Utility Tariff Property Loans in accordance with this Agreement, Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may, in respect of any Proceeding, may undertake any reasonable action that it is not specifically identified in this Agreement as a duty of the Servicer but that the Servicer reasonably determines is may deem necessary or desirable in order to protect respect of this Agreement and the rights and duties of the Issuer or the Indenture Trustee under parties to this Agreement and the interests of the Holders Beneficiaries and Customers the Certificateholders under this Agreement and the Beneficiaries and (to the extent expressly provided therein) the Certificateholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. The Servicer’s In such event, the reasonable legal expenses and costs for such action and expenses incurred in connection with any such proceeding shall be payable from Securitized Utility Tariff Charge Collections as an Operating Expense (and shall liability resulting therefrom that is not be deemed incidental to constitute a portion of its duties to service the Servicing Fee) Loans in accordance with this Agreement shall be expenses, costs and liabilities of the Issuer and the Servicer shall be entitled to be reimbursed therefor. The Indenture Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to subsection 7.03(c) which have not been previously reimbursed in accordance with Section 8.2 of the Indenture. The Servicer shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its costs and expenses in taking such actions; provided, and however, that the Indenture Trustee shall not be required distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to advance its own funds all deposits and withdrawals pursuant to satisfy its obligations hereunderSection 8.2 of the Indenture) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Limitation on Liability of Servicer and Others. Neither Except as otherwise provided under this Agreement, neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be liable to the Issuer, the Indenture Trustee, the Bondholders Issuer or any other Person, except as provided under this Agreement, Person for any action taken or for refraining from the taking of any action pursuant to this 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 willful misconduct, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Indenture Trustee or on any document of any kind, prima facie properly executed and submitted by any Person, respecting any matters arising under this Agreement. Except as provided in this Agreement, including but not limited to Sections 5.02(d) and (e), the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action relating to the Storm Recovery Property that shall is not be directly related to one of the Servicer’s enumerated duties in this Agreement or incidental related to its duties obligation to service the Securitized Utility Tariff Property in accordance with this Agreementpay indemnification, and that in its reasonable opinion may involve cause it in 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 Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in order to protect the rights and duties of the Issuer or the Indenture Trustee under this Agreement and the interests of the Holders and Customers under this Agreement. The Servicer’s costs and expenses incurred in connection with any such proceeding shall be payable from Securitized Utility Tariff Charge Collections SRC Remittances as an Operating Expense in accordance with the Indenture (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with the Indenture). The Servicer’s obligations pursuant to this Section 6.04 shall survive and continue notwithstanding that payment of such Operating Expense may be delayed pursuant to the terms of the Indenture (it being understood that the Servicer shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its costs and expenses in taking such actions, and shall not may be required initially to advance its own funds to satisfy its obligations hereunder). SECTION 6.05.

Limitation on Liability of Servicer and Others. Neither Except as otherwise provided under this Agreement, neither the Servicer nor any of the directors or officers or directors, officers, employees or and agents of the Servicer shall be liable to the Issuer, the Indenture Trustee, the Bondholders Secured Parties or any other Person, except as provided under this Agreement, Person for any action taken or for refraining from the taking of any action pursuant to this Agreement or for good faith errors in judgment; provided, however, that but this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Indenture Trustee or on any document of any kind, prima facie properly executed and submitted by any Person, respecting any matters arising under this Agreement. Except as provided in this Agreement, including Sections 5.02(d) and (e), the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action relating to the Storm Recovery Property that shall is not be directly related to one of the Servicer’s enumerated duties in this Agreement or incidental related to its duties obligation to service the Securitized Utility Tariff Property in accordance with this Agreementpay indemnification, and that in its reasonable opinion may involve cause it in to incur any expense or liability; provided, however, that but the Servicer may, in respect of any Proceeding, undertake any action that it is not specifically identified in this Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in order to protect the rights and duties of the Issuer or the Indenture Trustee under this Agreement and the interests of the Holders and Customers under this Agreement. The Servicer’s costs and expenses incurred in connection with any such proceeding shall be payable from Securitized Utility Tariff Charge SRC Collections as an Operating Expense (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with the Indenture. The Servicer’s obligations pursuant to this Section 6.04 shall survive and continue notwithstanding that payment of such Operating Expense may be delayed pursuant to the terms of the Indenture (it being understood that the Servicer shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its costs and expenses in taking such actions, and shall not may be required initially to advance its own funds to satisfy its obligations hereunder). SECTION 6.05.

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be liable under any liability to the Issuer, the Indenture Trustee, the Bondholders Collateral Agent, the Originator, the Transferors, the Depositor, the Note Insurer, the Issuer or any other Person, except as provided under this Agreement, the Noteholders for any action taken or for refraining from the taking of any action pursuant to this Agreement or the Indenture 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 willful misconduct, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreementthe Indenture. The Servicer and any director, officer, director or officer or employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind, kind prima facie properly executed and submitted by any Person, Person respecting any matters arising hereunder or under this Agreementthe Indenture. Except as provided in this Agreementherein, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall is not be related to or incidental to its duties to service the Securitized Utility Tariff Trust Property in accordance with this Agreement, Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may, in respect of may take any Proceeding, undertake any such non-incidental action that it is not specifically identified in this Agreement as a duty of the Servicer but reasonable and that the Servicer reasonably determines is may be necessary or desirable in order to protect respect of this Agreement and the rights and duties of the Issuer or the Indenture Trustee under this Agreement parties hereto and the interests of the Holders Noteholders and Customers under this Agreement. The Servicer’s costs the Note Insurer hereunder, provided that the Servicer shall notify the Indenture Trustee and expenses incurred in connection the Note Insurer of such proposed action and the Servicer may thereafter commence such action only with any such proceeding shall be payable from Securitized Utility Tariff Charge Collections as an Operating Expense (and shall not be deemed to constitute a portion the consent of the Servicing Fee) in accordance with Note Insurer (unless a Note Insurer Default has occurred and is continuing), unless the Indenture. The Servicer Indenture Trustee shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its costs and expenses in taking such actions, and shall not be required to advance its own funds to satisfy its obligations hereunder.disapproved the proposed action by so notifying the Servicer within five (5)

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors or officers or directors, officers, employees or agents of the Servicer shall be liable under any liability to the Seller, the Issuer, the Indenture Trustee, the Bondholders Owner Trustee, the Noteholders or any other Personthe Certificateholder, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this 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 willful misconductmisfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this 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, kind prima facie properly executed and submitted by any Person, person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be related to or incidental to its duties to service the Securitized Utility Tariff Property Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may, in respect may (with the written consent of any Proceeding, the Owner Trustee or Indenture 45 Trustee) undertake any reasonable action that it is not specifically identified in this Agreement as a duty of the Servicer but that the Servicer reasonably determines is may deem necessary or desirable in order to protect respect of the Basic Documents and the rights and duties of the Issuer or parties to the Indenture Trustee Basic Documents and the interests of the Certificateholder under this Agreement and the interests of the Holders and Customers Noteholders under this Agreement. The Servicer’s costs and expenses incurred in connection with any such proceeding shall be payable from Securitized Utility Tariff Charge Collections as an Operating Expense (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with the Indenture. The Servicer In such event, the reasonable legal expenses and costs for such action and any liability resulting therefrom shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its be expenses, costs and expenses in taking such actions, liabilities of the Trust Estate (if any Notes are then outstanding) or the Owner Trust Estate (if no Notes are then outstanding) and shall not the Servicer will be required entitled to advance its own funds to satisfy its obligations hereunderbe reimbursed therefor solely from Available Collections.

Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or its directors, officers, employees or agents of the Servicer shall be liable to the IssuerIssuer or its managers, the Indenture Trustee, the Bondholders Environmental Control Bondholders, the PSCWV or any other Person, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for good faith errors in judgment; provided, however, that this provision shall not protect either the Servicer or any such person other Person against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of obligations and duties under this Agreement and provided further that nothing in this Section 5.05 shall limit the Servicer’s liabilities or obligations of the Servicer to indemnify as set forth in Section 5.02 of this Agreement. The Servicer and any directorof its directors, officerofficers, employee employees or agent of the Servicer agents may rely in good faith on the advice of counsel reasonably acceptable to the Indenture Trustee or on any document of any kind, prima facie properly executed and submitted by any Person, respecting any matters arising under this Agreement. (b) The Servicer acknowledges that the PSCWV has authority to enforce all provisions of this Agreement for the benefit of Customers, including without limitation the enforcement of Section 5.02(c), provided that such enforcement is consistent with the State Pledge. (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall is not be related to or incidental to its duties to service the Securitized Utility Tariff Transferred Environmental Control Property in accordance with this AgreementAgreement or related to its obligation to pay indemnification, and that in its reasonable opinion may involve cause it in to incur any expense or liability; provided. SECTION 5.06 Mon Power Not To Resign as Servicer. Subject to the provisions of Sections 5.03 and 5.04, however, Mon Power shall not resign from the obligations and duties hereby imposed on it as Servicer under this Agreement except upon a determination that the Servicer may, in respect performance of its duties under this Agreement shall no longer be permissible under applicable Requirements of Law. Notice of any Proceedingsuch determination permitting the resignation of Mon Power shall be communicated to the Issuer, undertake any action that it is not specifically identified in this Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in order to protect the rights and duties of the Issuer or PSCWV, the Indenture Trustee under this Agreement 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, the PSCWV and the interests of Indenture Trustee concurrently with or promptly after such notice. No such resignation shall become effective until a Successor Servicer has been approved by the Holders and Customers under this Agreement. The Servicer’s costs and expenses incurred in connection with any such proceeding shall be payable from Securitized Utility Tariff Charge Collections as an Operating Expense (PSCWV and shall not be deemed to constitute a portion have assumed the servicing obligations and duties hereunder of the Servicing Fee) Mon Power in accordance with the IndentureSection 6.04. The Servicer shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its costs and expenses in taking such actions, and shall not be required to advance its own funds to satisfy its obligations hereunder.SECTION 5.07

Limitation on Liability of Servicer and Others. Neither Except as otherwise provided under this Agreement, neither the Servicer nor any of the directors or officers or directors, officers, employees or and agents of the Servicer shall be liable to the Issuer, the Indenture Trustee, the Bondholders Issuer or any other Person, except as provided under this Agreement, Person for any action taken or for refraining from the taking of any action pursuant to this Agreement or for good faith errors in judgment; provided, however, that but this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Indenture Trustee or on any document of any kind, prima facie properly executed and submitted by any Person, respecting any matters arising under this Agreement. Except as provided in this Agreement, including Sections 5.02(d) and (e), the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action relating to the Investment Recovery Property that shall is not be directly related to one of the Servicer’s enumerated duties in this Agreement or incidental related to its duties obligation to service the Securitized Utility Tariff Property in accordance with this Agreementpay indemnification, and that in its reasonable opinion may involve cause it in to incur any expense or liability; provided, however, that but the Servicer may, in respect of any Proceeding, undertake any action that it is not specifically identified in this Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in order to protect the rights and duties of the Issuer or the Indenture Trustee under this Agreement and the interests of the Holders and Customers under this Agreement. The Servicer’s costs and expenses incurred in connection with any such proceeding shall be payable from Securitized Utility Tariff Charge IRC Collections as an Operating Expense (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with the Indenture. The Servicer’s obligations pursuant to this Section 6.04 shall survive and continue notwithstanding that payment of such Operating Expense may be delayed pursuant to the terms of the Indenture (it being understood that the Servicer shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its costs and expenses in taking such actions, and shall not may be required initially to advance its own funds to satisfy its obligations hereunder).

Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors or officers or employees or agents of the (a) The Servicer shall be liable in accordance with this Agreement only to the extent of the obligations in this Agreement specifically undertaken by the Servicer. The Servicer shall defend, indemnify and hold harmless the Issuer, the Indenture Trustee, the Bondholders Noteholders, the Collateral Agent and any of their respective trustees, officers, directors and agents from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or any other Personresulting from: the use, except as provided under this Agreement, for any action taken ownership or for refraining from the taking of any action pursuant to this Agreement or for good faith errors in judgment; provided, however, that this provision shall not protect operation by the Servicer or any such person Affiliate thereof of any Financed Vehicle with respect to a Receivable; any taxes that may at any time be asserted against any liability that would otherwise be imposed such Person with respect to the transactions contemplated herein, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, and as of the date of, the sale or pledge of Receivables to any Person, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of payments of, or distributions on or any fees or other compensation payable to any such Person) and costs and expenses in defending against the same; and the negligence, willful misfeasance or bad faith of the Servicer in the performance of, or by reason of willful misconductits failure to perform, bad faith its duties under this Agreement or gross negligence in any of the performance of duties other Basic Documents or by reason of reckless disregard of its obligations and duties under this Agreement. The Servicer and Agreement or any director, officer, employee or agent of the Servicer may rely in good faith on other Basic Documents. Indemnification under this Section 6.02 shall survive the advice termination of this Agreement or prior removal of any indemnified party hereto and shall include reasonable fees and expenses of counsel or on any document and expenses of any kind, prima facie properly executed and submitted by any Person, respecting any matters arising under this Agreementlitigation. Except as provided in this Agreement, If the Servicer shall not be under have made any obligation indemnity payments pursuant to appear in, prosecute or defend any legal action that shall not be related this Section 6.02 and the Person to or incidental on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to its duties to service the Securitized Utility Tariff Property in accordance with this AgreementServicer, and that in its opinion may involve it in 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 Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in order to protect the rights and duties of the Issuer or the Indenture Trustee under this Agreement and the interests of the Holders and Customers under this Agreement. The Servicer’s costs and expenses incurred in connection with any such proceeding shall be payable from Securitized Utility Tariff Charge Collections as an Operating Expense (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with the Indenture. The Servicer shall have no obligations under this paragraph if it is not being reimbursed on a current basis for its costs and expenses in taking such actions, and shall not be required to advance its own funds to satisfy its obligations hereunderwithout interest.