Common use of Claims Indemnified Clause in Contracts

Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject to the exclusions stated in Section 7.2(d) below, Lessee agrees to indemnify, protect, defend and hold harmless each Indemnified Person on an After-Tax Basis against Claims directly or indirectly resulting from or arising out of or alleged to result from or arise out of (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.2(g)): (i) this Agreement or any other Operative Agreement or any Partnership Document or any of the transactions contemplated hereby or thereby or any Unit or Pledged Unit or other Collateral or the acquisition, ownership, lease, operation, possession, modification, improvement, abandonment, use, non-use, maintenance, lease, sublease, substitution, control, repair, storage, alteration, transfer or other application or disposition, return, overhaul, testing, servicing, replacement or registration of any Unit or Pledged Unit (including, without limitation, injury, death or property damage of passengers, shippers or others, environmental control, noise and pollution regulations, or the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (including, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or any of the commodities, items or materials from time to time contained in any Unit or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit or any other circumstances in connection with any Unit or Pledged Unit or the performance of any Unit or Pledged Unit or any risks relating thereto; (ii) the construction, manufacture, financing, refinancing, design, purchase, acceptance, rejection, delivery, non-delivery or condition of any Unit or any Pledged Unit (including, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement); (iii) any act or omission (whether negligent or otherwise) or any breach of or failure to perform or observe, or any other non-compliance with, any covenant, condition or agreement to be performed by, or other obligation of, the Lessee or any Affiliate of the Lessee under any of the Operative Agreements or Partnership Documents, or the falsity of any representation, warranty or certification of the Lessee or any Affiliate of the Lessee in any of the Operative Agreements or Partnership Documents to which it is a party or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith other than representations and warranties in the Tax Indemnity Agreement; (iv) the offer, sale or delivery of any Equipment Notes or Pass Through Certificates or any interest in the Trust Estate or in connection with a refinancing in accordance with the terms hereof; and (v) any violation of any law, rule, regulation or order by the Lessee or any Affiliate of Lessee or any Sublessee or any Pledged Equipment Lessee or any of their respective directors, officers, employees, agents or servants.

Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject to the exclusions stated in Section 7.2(d) below, Lessee agrees to indemnify, protect, defend and hold harmless each Indemnified Person on an After-Tax Basis against Claims directly or indirectly resulting from or arising out of or alleged to result from or arise out of (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.2(g)): (i) this Agreement or any other Operative Agreement or any Partnership Document or any of the transactions contemplated hereby or and thereby or any Unit or Pledged Unit or other Collateral or the acquisition, ownership, lease, operation, possession, modification, improvement, abandonment, use, non-use, maintenance, lease, subleaseSublease, substitution, control, repair, storage, alteration, transfer or other application or disposition, return, overhaul, testing, servicing, replacement or registration of any Unit or Pledged Unit (including, without limitation, injury, death or property damage of passengers, shippers or others, and environmental control, noise and pollution regulations, or the Participation Agreement (TRLI 2001-1A) 70 presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (including, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or by any of the commodities, items or materials from time to time contained in any Unit or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or by the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit or by any other circumstances in connection with any Unit or Pledged Unit or by the performance of any Unit or Pledged Unit or any risks relating thereto; (ii) the construction, manufacture, financing, refinancing, design, purchase, acceptance, rejection, delivery, non-delivery or condition of any Unit or any Pledged Unit (including, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement); (iii) any act or omission (whether negligent or otherwise) or any breach of or failure to perform or observe, or any other non-compliance with, any covenant, condition or agreement to be performed by, or other obligation of, the Lessee or any Affiliate of the Lessee under any of the Operative Agreements or Partnership DocumentsAgreements, or the falsity of any representation, representation or warranty or certification of the Lessee or any Affiliate of the Lessee in any of the Operative Agreements or Partnership Documents to which it is a party or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith other than representations and warranties in the Tax Indemnity Agreement; (iv) the offer, sale or delivery of any Equipment Notes or Pass Through Certificates or any interest in the Trust Estate or in connection with a refinancing in accordance with the terms hereof; and (v) any violation of any law, rule, regulation or order by the Lessee or any Affiliate of Lessee or any Sublessee or any Pledged Equipment Lessee or any of their respective directors, officers, employees, agents or servants.

Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject to the exclusions stated in Section 7.2(d) below, Lessee agrees to indemnify, protect, defend and hold harmless each Indemnified Person on an After-Tax Basis against Claims directly or indirectly resulting from or arising out of or alleged to result from or arise out of (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.2(g)): (i) this Agreement or any other Operative Agreement or any Partnership Document or any of the transactions contemplated hereby or and thereby or any Unit or Pledged Participation Agreement (TRLI 2001-1C) 75 Unit or other Collateral or the acquisition, ownership, lease, operation, possession, modification, improvement, abandonment, use, non-use, maintenance, lease, sublease, substitution, control, repair, storage, alteration, transfer or other application or disposition, return, overhaul, testing, servicing, replacement or registration of any Unit or Pledged Unit (including, without limitation, injury, death or property damage of passengers, shippers or others, and environmental control, noise and pollution regulations, or the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances Sub stances or damage to the environment (including, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or by any of the commodities, items or materials from time to time contained in any Unit or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or by the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit or by any other circumstances in connection with any Unit or Pledged Unit or by the performance of any Unit or Pledged Unit or any risks relating thereto; (ii) the construction, manufacture, financing, refinancing, design, purchase, acceptance, rejection, delivery, non-delivery or condition of any Unit or any Pledged Unit (including, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement); (iii) any act or omission (whether negligent or otherwiseother wise) or any breach of or failure to perform or observe, or any other non-compliance with, any covenant, condition or agreement to be performed by, or other obligation of, the Lessee or any Affiliate of the Lessee under any of the Operative Agreements or Partnership DocumentsAgreements, or the falsity of any representation, representation or warranty or certification of the Lessee or any Affiliate of the Lessee in any of the Operative Agreements or Partnership Documents to which it is a party or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith other than representations and warranties in the Tax Indemnity Agreement; (iv) the offer, sale or delivery of any Equipment Notes or Pass Through Certificates or any interest in the Trust Estate or in connection with a refinancing in accordance with the terms hereof; and (v) any violation of any law, rule, regulation or order by the Lessee or any Affiliate of Lessee or any Sublessee or any Pledged Equipment Lessee or any of their respective directors, officers, employees, agents or servants.. Participation Agreement (TRLI 2001-1C) 76

Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject Subject to the exclusions stated in Section 7.2(dparagraph (b) below, the Facility Lessee agrees to indemnify, protect, defend and hold harmless harmless, and do hereby indemnify the Owner Participant, the Owner Lessor, the Trust Company, in its individual capacity, the Lessor Manager, the Lease Indenture Company in its individual capacity, the Indenture Trustee, each Indemnified Person on Certificateholder, the Pass Through Company in its individual capacity, the Pass Through Trustees, and their respective Affiliates, successors, assigns, agents, directors, officers and employees (each an After-Tax Basis "Indemnitee") against any and all Claims directly (whether or indirectly not any of the transactions contemplated by the Operative Documents are consummated) imposed on, incurred or suffered by or asserted against any Indemnitee in any way relating to or resulting from or arising out of or alleged to result from or arise out of (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.2(g)): (i) this Agreement or any other Operative Agreement or any Partnership Document or any of the transactions contemplated hereby or thereby or any Unit or Pledged Unit or other Collateral or the acquisition, ownership, lease, operation, possession, modification, improvement, abandonment, use, non-use, maintenance, lease, sublease, substitution, control, repair, storage, alteration, transfer or other application or disposition, return, overhaul, testing, servicing, replacement or registration of any Unit or Pledged Unit (including, without limitation, injury, death or property damage of passengers, shippers or others, environmental control, noise and pollution regulations, or the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (including, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or any of the commodities, items or materials from time to time contained in any Unit or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit or any other circumstances in connection with any Unit or Pledged Unit or the performance of any Unit or Pledged Unit or any risks relating thereto; (ii) attributable to: the construction, manufacture, financing, refinancing, acquisition, operation, rebuilding, warranty, ownership, possession, maintenance, repair, lease, condition, alteration, modification, restoration, refurbishing, return, purchase, sale or other disposition, insuring, sublease, or other use or non-use of the Undivided Interest, the Ground Interest, the Facility, the Facility Site, or any Component or any portion of any thereof or any interest therein; the conduct of the business or affairs of the Facility Lessee or Calpine and any other business or affairs conducted at the Facility or the Facility Site; the manufacture, design, purchase, acceptance, rejection, delivery, non-delivery or condition of, or improvement to, the Facility, the Facility Site, or any Component, or any portion of any Unit thereof or any Pledged Unit (includinginterest therein; the Facility Lease, without limitationthe Facility Site Lease, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement); (iii) any act or omission (whether negligent or otherwise) or any breach of or failure to perform or observethe Facility Site Sublease, or any other non-compliance withOperative Document, the execution or delivery thereof or the performance, enforcement, attempted enforcement or amendment of any terms thereof, or the transactions contemplated thereby or resulting therefrom; any Environmental Condition at, related to or caused by the Facility, the Facility Site or any Component, or any portion thereof, including, for the avoidance of doubt, any covenantsuch Environmental Condition existing prior to the Closing Date; the offer, condition issuance, sale, acquisition or agreement delivery of the Lessor Notes, the Certificates, any Additional Lessor Notes, any Additional Certificates or any refinancing thereof; the reasonable and documented costs and expenses of the Transaction Parties in connection with amendments or supplements to be performed the Operative Documents requested by the Facility Lessee, or resulting from the actions of the Facility Lessee or in connection with any Lease Default or Lease Event of Default; the imposition of any Lien other than with respect to a particular Indemnitee (or a Related Party), an Owner Lessor's Lien, an Owner Participant's Lien or Indenture Trustee's Lien attributable to such Indemnitee; any violation by, or other obligation ofliability relating to, the Facility Lessee or any Affiliate other Calpine Party, the Facility or the Facility Site, of, or under, any Applicable Law, whether now or hereafter in effect (including Environmental Laws), or any action of any Governmental Entity or other Person taken with respect to the Facility, the Facility Site, the Operative Documents or the interests of the Lessee Owner Participant, the Owner Lessor, the Indenture Trustee or the Pass Through Trustees, or under the Operative Documents or the presence, use, storage, release, threatened release, transportation, arrangement for transportation, treatment, arrangement for treatment, manufacture, disposal or arrangement for disposal of any Hazardous Substance in, at, under or from the Facility or the Facility Site, including, for the avoidance of doubt, any of the foregoing existing or occurring prior to the Closing Date; the non-performance or breach by the Facility Lessee or any Calpine Party of any obligation contained in this Agreement or any other Operative Agreements or Partnership Documents, Document or the falsity or inaccuracy of any representation, warranty or certification obligation of any such Person contained in this Agreement or any other Operative Document; the continuing fees (if any) and expenses of the Lessee or any Affiliate Owner Lessor and the Lessor Manager (including the reasonable compensation and expenses of their respective counsel) arising out of the Lessee in any Owner Lessor's discharge of the Operative Agreements or Partnership Documents to which it is a party or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith other than representations and warranties in the Tax Indemnity Agreement; (iv) the offer, sale or delivery of any Equipment Notes or Pass Through Certificates or any interest in the Trust Estate its duties under or in connection with a refinancing in accordance with the terms hereofOperative Documents (other than the Facility Lease and the Facility Site Lease); and the continuing fees (vif any) any violation and expenses of any lawthe Lease Indenture Company, rulethe Indenture Trustee, regulation or order by the Lessee or any Affiliate of Lessee or any Sublessee or any Pledged Equipment Lessee or any Pass Through Company, the Pass Through Trustees, (including the reasonable compensation and expenses of their respective directorscounsel, officersaccountants and other professional persons) arising out of the discharge of their respective duties as provided in the Operative Documents; or any Applicable Permits including any obligations imposed by FERC in connection with the Facility or the Facility Site. Claims Excluded. Any Claim, employeesto the extent relating to or resulting from or arising out of or attributable to any of the following, agents or servants.is excluded from the Facility Lessee's obligations to indemnify, defend, protect and hold harmless any Indemnitee under this Section 9.1:

Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject Subject to the exclusions stated in Section 7.2(dparagraph (b) below, the Facility Lessee agrees to indemnify, protect, defend and hold harmless harmless, and do hereby indemnify the Owner Participant, the Owner Lessor, the Trust Company, in its individual capacity, the Lessor Manager, the Lease Indenture Company in its individual capacity, the Indenture Trustee, each Indemnified Person on Certificateholder, the Pass Through Company in its individual capacity, the Pass Through Trustees, and their respective Affiliates, successors, assigns, agents, directors, officers and employees (each an After-Tax Basis "Indemnitee") against any and all Claims directly (whether or indirectly not any of the transactions contemplated by the Operative Documents are consummated) imposed on, incurred or suffered by or asserted against any Indemnitee in any way relating to or resulting from or arising out of or alleged to result from or arise out of (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.2(g)): (i) this Agreement or any other Operative Agreement or any Partnership Document or any of the transactions contemplated hereby or thereby or any Unit or Pledged Unit or other Collateral or the acquisition, ownership, lease, operation, possession, modification, improvement, abandonment, use, non-use, maintenance, lease, sublease, substitution, control, repair, storage, alteration, transfer or other application or disposition, return, overhaul, testing, servicing, replacement or registration of any Unit or Pledged Unit (including, without limitation, injury, death or property damage of passengers, shippers or others, environmental control, noise and pollution regulations, or the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (including, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or any of the commodities, items or materials from time to time contained in any Unit or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit or any other circumstances in connection with any Unit or Pledged Unit or the performance of any Unit or Pledged Unit or any risks relating thereto; (ii) attributable to: the construction, manufacture, financing, refinancing, acquisition, operation, rebuilding, warranty, ownership, possession, maintenance, repair, lease, condition, alteration, modification, restoration, refurbishing, return, purchase, sale or other disposition, insuring, sublease, or other use or non-use of the Undivided Interest, the Ground Interest, the Facility, the Facility Site or any Component or any portion of any thereof or any interest therein; the conduct of the business or affairs of the Facility Lessee or Calpine and any other business or affairs conducted at the Facility or the Facility Site; the manufacture, design, purchase, acceptance, rejection, delivery, non-delivery or condition of, or improvement to, the Facility, the Facility Site or any Component, or any portion of any Unit thereof or any Pledged Unit (includinginterest therein; the Facility Lease, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement); (iii) any act or omission (whether negligent or otherwise) or any breach of or failure to perform or observethe Facility Site Lease, or any other non-compliance withOperative Document, the execution or delivery thereof or the performance, enforcement, attempted enforcement or amendment of any terms thereof, or the transactions contemplated thereby or resulting therefrom; any Environmental Condition at, related to or caused by the Facility or the Facility Site or any Component, or any portion thereof, including, for the avoidance of doubt, any covenantsuch Environmental Condition existing prior to the Closing Date; the offer, condition issuance, sale, acquisition or agreement delivery of the Lessor Notes, the Certificates, any Additional Lessor Notes, any Additional Certificates or any refinancing thereof; the reasonable and documented costs and expenses of the Transaction Parties in connection with amendments or supplements to be performed the Operative Documents and the FILOT Lease requested by the Facility Lessee, or resulting from the actions of the Facility Lessee or in connection with any Lease Default or Lease Event of Default; the imposition of any Lien other than with respect to a particular Indemnitee (or a Related Party), an Owner Lessor's Lien, an Owner Participant's Lien or Indenture Trustee's Lien attributable to such Indemnitee; any violation by, or other obligation ofliability relating to, the Facility Lessee or any Affiliate other Calpine Party, the Facility or the Facility Site, of, or under, any Applicable Law, whether now or hereafter in effect (including Environmental Laws), or any action of any Governmental Entity or other Person taken with respect to the Facility, the Facility Site, the Operative Documents, the FILOT Lease or the interests of the Lessee Owner Participant, the Owner Lessor, the Indenture Trustee or the Pass Through Trustees, or under the Operative Documents or the FILOT Lease or the presence, use, storage, release, threatened release, transportation, arrangement for transportation, treatment, arrangement for treatment, manufacture, disposal or arrangement for disposal of any Hazardous Substance in, at, under or from the Facility or the Facility Site, including, for the avoidance of doubt, any of the foregoing existing or occurring prior to the Closing Date; the non-performance or breach by the Facility Lessee, any Calpine Party or the County of any obligation contained in this Agreement or any other Operative Agreements Document or Partnership Documents, the FILOT Lease or the falsity or inaccuracy of any representation, warranty or certification obligation of any such Person contained in this Agreement or any other Operative Document or the FILOT Lease; the continuing fees (if any) and expenses of the Lessee or any Affiliate Owner Lessor and the Lessor Manager (including the reasonable compensation and expenses of their respective counsel) arising out of the Lessee in any Owner Lessor's discharge of the Operative Agreements or Partnership Documents to which it is a party or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith other than representations and warranties in the Tax Indemnity Agreement; (iv) the offer, sale or delivery of any Equipment Notes or Pass Through Certificates or any interest in the Trust Estate its duties under or in connection with a refinancing in accordance with the terms hereofOperative Documents or the FILOT Lease (other than the Facility Lease, the Facility Site Lease, the FILOT Lease and the Springing Facility Site Lease); and the continuing fees (vif any) any violation and expenses of any lawthe Lease Indenture Company, rulethe Indenture Trustee, regulation or order by the Lessee or any Affiliate of Lessee or any Sublessee or any Pledged Equipment Lessee or any Pass Through Company, the Pass Through Trustees, (including the reasonable compensation and expenses of their respective directorscounsel, officers, employees, agents accountants and other professional persons) arising out of the discharge of their respective duties as provided in the Operative Documents or servantsthe FILOT Lease; or any Applicable Permits including any obligations imposed by FERC in connection with the Facility or the Facility Site.

Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject Subject to the exclusions stated in Section 7.2(dparagraph (b) below, Lessee PPL Montana agrees to indemnify, protect, defend and hold harmless harmless, and does hereby indemnify the Owner Participant, the Owner Lessor, the Trust Company, the Lessor Manager, the Lease Indenture Trustee and the Pass Through Trustee, and their respective Affiliates, successors, assigns, agents, directors, officers or employees (each Indemnified Person on an After-Tax Basis "Indemnitee") against any and all Claims directly (including Claims under Environmental Laws) (whether or indirectly not any of the transactions contemplated by the Operative Documents are consummated) imposed on, incurred or suffered by or asserted against any Indemnitee in any way relating to or resulting from or arising out of or alleged to result from or arise out of (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.2(g)):attributable to: (i) this Agreement or any other Operative Agreement or any Partnership Document or any of the transactions contemplated hereby or thereby or any Unit or Pledged Unit or other Collateral or the construction, financing, refinancing, acquisition, operation, rebuilding, warranty, ownership, possession, maintenance, repair, lease, operationcondition, possessionalteration, modification, improvementrestoration, abandonmentrefurbishing, usereturn, non-usepurchase, maintenancesale or other disposition, leaseinsuring, sublease, substitution, control, repair, storage, alteration, transfer or other application use or dispositionnon-use of the Facility, returnthe Undivided Interest, overhaul, testing, servicing, replacement the Ground Interest or registration any Component or any portion of any Unit or Pledged Unit (including, without limitation, injury, death or property damage of passengers, shippers or others, environmental control, noise and pollution regulations, or the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (including, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, thereof or any of the commodities, items or materials from time to time contained in any Unit or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit or any other circumstances in connection with any Unit or Pledged Unit or the performance of any Unit or Pledged Unit or any risks relating theretointerest therein; (ii) the construction, conduct of the business or affairs of PPL Montana; (iii) the manufacture, financing, refinancing, design, purchase, acceptance, rejection, delivery, non-delivery or condition of any Unit of, or any Pledged Unit (includingimprovement to, without limitationthe Facility, latent and other defectsthe Colstrip Site, whether or not discoverablethe Undivided Interest, and any claim for patent, trademark or copyright infringement); (iii) any act or omission (whether negligent or otherwise) or any breach of or failure to perform or observethe Ground Interest, or any other non-compliance with, any covenant, condition or agreement to be performed byComponent, or other obligation of, the Lessee any portion of any thereof or any Affiliate of the Lessee under any of the Operative Agreements or Partnership Documents, or the falsity of any representation, warranty or certification of the Lessee or any Affiliate of the Lessee in any of the Operative Agreements or Partnership Documents to which it is a party or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith other than representations and warranties in the Tax Indemnity Agreementinterest therein; (iv) the offerProject Agreements, sale the Facility Lease, the Site Lease and Sublease, or any other Operative Document, the execution or delivery thereof or the performance, enforcement, or amendment of any Equipment Notes terms thereof, or Pass Through Certificates the transactions contemplated thereby or any interest in the Trust Estate or in connection with a refinancing in accordance with the terms hereof; andresulting therefrom; (v) any violation Environmental Condition at, related in any way to or directly or indirectly caused by the Facility, and the Colstrip Site or any Component, or any loss of or damage to any property, natural resources or the environment, or death of or injury to any Person, resulting from or relating to any Hazardous Substance that is or was present, used, generated, treated, stored, recycled, reclaimed, managed, transported, manufactured, released, emitted or discharged at, on, in under, to or from the Facility, the Colstrip Site or any Component; (vi) the offer, issuance, sale, acquisition or delivery of the Lessor Note, the Certificates, any Additional Lessor Notes, any Additional Certificates or any refinancing thereof; (vii) the reasonable costs and expenses of the Transaction Parties in connection with amendments or supplements to the Operative Documents requested by PPL Montana; (viii) the imposition of any lawLien other than, rulewith respect to a particular Indemnitee (or a Related Party), regulation an Owner Lessor's Lien, an Owner Participant's Lien, or order by the Lessee an Indenture Trustee Lien attributable to such Indemnitee; 44 52 (ix) any violation by, or liability relating to, PPL Montana of, or under, any Applicable Law, whether now or hereafter in effect (including Environmental Laws), or any Affiliate action of Lessee any Governmental Entity or other Person taken with respect to the Facility or the Colstrip Site, the Operative Documents or the interests of the Owner Participant, the Owner Lessor, the Lessor Manager, the Lease Indenture Trustee or the Pass Through Trustee, or under the Operative Documents or the presence, use, storage, generation, recycling, reclamation, release, emission, discharge, management, transportation, treatment or manufacture of any Hazardous Substance in, at, under or from the Facility, the Colstrip Site or any Sublessee or Component at any Pledged Equipment Lessee or time and by any of their respective directors, officers, employees, agents or servants.Person;

Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject Subject to the exclusions stated in Section 7.2(dparagraph (b) below, the Facility Lessee agrees to indemnify, protect, defend and hold harmless harmless, and do hereby indemnify the Owner Participant, the Owner Lessor, the Trust Company, in its individual capacity, the Lessor Manager, the Lease Indenture Company in its individual capacity, the Indenture Trustee, each Indemnified Person on Certificateholder, the Pass Through Company in its individual capacity, the Pass Through Trustees, and their respective Affiliates, successors, assigns, agents, directors, officers and employees (each an After-Tax Basis "Indemnitee") against any and all Claims directly (whether or indirectly not any of the transactions contemplated by the Operative Documents are consummated) imposed on, incurred or suffered by or asserted against any Indemnitee in any way relating to or resulting from or arising out of or alleged to result from or arise out of (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.2(g)): (i) this Agreement or any other Operative Agreement or any Partnership Document or any of the transactions contemplated hereby or thereby or any Unit or Pledged Unit or other Collateral or the acquisition, ownership, lease, operation, possession, modification, improvement, abandonment, use, non-use, maintenance, lease, sublease, substitution, control, repair, storage, alteration, transfer or other application or disposition, return, overhaul, testing, servicing, replacement or registration of any Unit or Pledged Unit (including, without limitation, injury, death or property damage of passengers, shippers or others, environmental control, noise and pollution regulations, or the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (including, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or any of the commodities, items or materials from time to time contained in any Unit or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit or any other circumstances in connection with any Unit or Pledged Unit or the performance of any Unit or Pledged Unit or any risks relating thereto; (ii) attributable to: the construction, manufacture, financing, refinancing, acquisition, operation, rebuilding, warranty, ownership, possession, maintenance, repair, lease, condition, alteration, modification, restoration, refurbishing, return, purchase, sale or other disposition, insuring, sublease, or other use or non-use of the Undivided Interest, the Ground Interest, the Facility, the Facility Site, the Easement or any Component or any portion of any thereof or any interest therein; the conduct of the business or affairs of the Facility Lessee or Calpine and any other business or affairs conducted at the Facility, the Easement or the Facility Site; the manufacture, design, purchase, acceptance, rejection, delivery, non-delivery or condition of, or improvement to, the Facility, the Facility Site, the Easement or any Component, or any portion of any Unit thereof or any Pledged Unit (includinginterest therein; the Facility Lease, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement); (iii) any act or omission (whether negligent or otherwise) or any breach of or failure to perform or observethe Facility Site Lease, or any other non-compliance withOperative Document, the execution or delivery thereof or the performance, enforcement, attempted enforcement or amendment of any terms thereof, or the transactions contemplated thereby or resulting therefrom; any Environmental Condition at, related to or caused by the Facility or the Facility Site or the Easement or any Component, or any portion thereof, including, for the avoidance of doubt, any covenantsuch Environmental Condition existing prior to the Closing Date; the offer, condition issuance, sale, acquisition or agreement delivery of the Lessor Notes, the Certificates, any Additional Lessor Notes, any Additional Certificates or any refinancing thereof; the reasonable and documented costs and expenses of the Transaction Parties in connection with amendments or supplements to be performed the Operative Documents and the South Point Ground Lease requested by the Facility Lessee, or resulting from the actions of the Facility Lessee or in connection with any Lease Default or Lease Event of Default; the imposition of any Lien other than with respect to a particular Indemnitee (or a Related Party), an Owner Lessor's Lien, an Owner Participant's Lien or Indenture Trustee's Lien attributable to such Indemnitee; any violation by, or other obligation ofliability relating to, the Facility Lessee or any Affiliate other Calpine Party, the Facility or the Facility Site, of, or under, any Applicable Law, whether now or hereafter in effect (including Environmental Laws), or any action of any Governmental Entity or other Person taken with respect to the Facility, the Facility Site, the Operative Documents, the South Point Ground Lease or the interests of the Lessee Owner Participant, the Owner Lessor, the Indenture Trustee or the Pass Through Trustees, or under the Operative Documents or the South Point Ground Lease or the presence, use, storage, release, threatened release, transportation, arrangement for transportation, treatment, arrangement for treatment, manufacture, disposal or arrangement for disposal of any Hazardous Substance in, at, under or from the Facility, the Easement or the Facility Site, including, for the avoidance of doubt, any of the foregoing existing or occurring prior to the Closing Date; the non-performance or breach by the Facility Lessee, any Calpine Party or the Tribe of any obligation contained in this Agreement or any other Operative Agreements Document or Partnership Documents, the South Point Ground Lease or the falsity or inaccuracy of any representation, warranty or certification obligation of any such Person contained in this Agreement or any other Operative Document or the South Point Ground Lease; the continuing fees (if any) and expenses of the Lessee or any Affiliate Owner Lessor and the Lessor Manager (including the reasonable compensation and expenses of their respective counsel) arising out of the Lessee in any Owner Lessor's discharge of the Operative Agreements or Partnership Documents to which it is a party or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith other than representations and warranties in the Tax Indemnity Agreement; (iv) the offer, sale or delivery of any Equipment Notes or Pass Through Certificates or any interest in the Trust Estate its duties under or in connection with a refinancing in accordance with the terms hereofOperative Documents or the South Point Ground Lease (other than the Facility Lease and the Facility Site Lease); and the continuing fees (vif any) any violation and expenses of any lawthe Lease Indenture Company, rulethe Indenture Trustee, regulation or order by the Lessee or any Affiliate of Lessee or any Sublessee or any Pledged Equipment Lessee or any Pass Through Company, the Pass Through Trustees, (including the reasonable compensation and expenses of their respective directorscounsel, officersaccountants and other professional persons) arising out of the discharge of their respective duties as provided in the Operative Documents or the South Point Ground Lease; or any Applicable Permits including any obligations imposed by FERC in connection with the Facility or the Facility Site. Claims Excluded. Any Claim, employeesto the extent relating to or resulting from or arising out of or attributable to any of the following, agents or servants.is excluded from the Facility Lessee's obligations to indemnify, defend, protect and hold harmless any Indemnitee under this Section 9.1:

Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject Subject to the exclusions stated in Section 7.2(d9.1(b) below, the Lessee agrees to indemnifyhereby indemnifies each Noteholder, protectthe Indenture Trustee, defend the Owner Lessor, the Owner Manager, the Trust Company and hold the Equity Investor, their respective Affiliates (and the respective agents, employees, servants, directors, members and shareholders of each such Person and, for purposes of Section 9.2, all affiliates and any members of any combined, consolidated and/or unitary return) (each an "Indemnitee")) for, holds each such Indemnitee harmless from, and defends each Indemnified Person on an After-Tax Basis such Indemnitee against, all Claims that may be imposed on, incurred or suffered by or asserted against Claims directly or indirectly resulting from or such Indemnitee in any way arising out of, in connection with, or relating to, any of or alleged to result from or arise out of (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.2(g)):the following: (i) this Agreement the construction, financing (including the offering or any other Operative Agreement or any Partnership Document or any sale of the transactions contemplated hereby or thereby or any Unit or Pledged Unit or other Collateral or the Senior Notes), refinancing, acquisition, ownership, lease, operation, possession, modification, improvement, abandonment, use, non-use, warranty, ownership, possession, maintenance, repair, lease, sublease, substitution, control, repair, storagecondition, alteration, transfer or other application or dispositionmodification, restoration, refurbishing, return, overhaulpurchase, testingsale or other disposition, servicinginsuring, replacement or registration of any Unit or Pledged Unit (including, without limitation, injury, death or property damage of passengers, shippers or others, environmental control, noise and pollution regulationssublease, or the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (including, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms other use of the Lease or Project, the Collateral Agency AgreementProject Site, as applicablethe Geothermal Resource, the Project Document Interest or any of the commodities, items or materials from time to time contained in any Unit or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit Component or any other circumstances in connection with any Unit or Pledged Unit or the performance of any Unit or Pledged Unit portion thereof or any risks relating theretointerest therein; (ii) the construction, conduct of the business or affairs of the Lessee; (iii) the manufacture, financing, refinancing, design, purchase, acceptance, rejection, delivery, non-delivery or condition of of, or improvement to, the Project, the Project Site, any Unit Component or any Pledged Unit (including, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement); (iii) any act or omission (whether negligent or otherwise) or any breach of or failure to perform or observeModification, or any other non-compliance with, portion of any covenant, condition or agreement to be performed by, or other obligation of, the Lessee thereof or any Affiliate of the Lessee under any of the Operative Agreements or Partnership Documents, or the falsity of any representation, warranty or certification of the Lessee or any Affiliate of the Lessee in any of the Operative Agreements or Partnership Documents to which it is a party or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith other than representations and warranties in the Tax Indemnity Agreementinterest therein; (iv) the Project Lease, the Power Plant Sublease, the Sublease of Power Plant Sublease, the Sub-Grant of Delivery System Grant of Easements or any other Operative Document or the performance or enforcement of any terms thereof; (v) the Environmental Condition of the Project, the Project Site or any portion or Component thereof or any Release or threatened Release of Hazardous Materials from the Project, the Project Site or any portion or Component thereof or the Master Surface Lease; (vi) the offer, issuance, sale, acquisition or delivery of the Senior Notes or any Additional Senior Notes; (vii) the offer, sale or delivery of all or a portion of the Member Interest by the Equity Investor; (viii) the reasonable costs and expenses of each Indemnitee in connection with any Equipment Notes or Pass Through Certificates amendment, supplement, modification to, or any interest waiver to the Operative Documents (whether or not actually entered into); (ix) the imposition of any Lien other than, with respect to a particular Indemnitee, a Lien arising by or through such Indemnitee or a Related Party (or any of their agents, employees, servants or Affiliates) that is prohibited under the terms of the Operative Documents; (x) any violation by, or liability relating to, the Lessee of, or under, any Applicable Law (including Environmental Laws), whether now or hereafter in effect or any action of any Governmental Entity or other Person taken with respect to the Trust Estate Project, the Geothermal Resource or the Project Site, the Operative Documents or the interests of the Indenture Trustee, the Noteholders, the Owner Lessor or the Equity Investor under the Operative Documents or the presence, or use, storage, transportation, treatment, disposal, generation, manufacture, Release or threatened Release of any Hazardous Materials in, at, under or from the Project or the Project Site or any portion or Component thereof; (xi) responding with respect to the Transaction to any subpoenas, document requests or other inquiries of Government Authorities relating to any party to the Transaction other than such Indemnitee; (xii) the non-performance or breach by the Lessee or the Pledgor of any obligation contained in this Agreement or any other Operative Document 57 or the falsity or inaccuracy of any representation or warranty of the Lessee or the Pledgor contained in this Agreement or any other Operative Document; (xiii) the continuing fees (if any) and expenses of the Owner Manager, the Indenture Trustee, the Noteholders and the Depositary Bank (including the reasonable fees and expenses of their respective counsel, accountants and other professional persons) arising out of their acceptance of the Operative Documents and the discharge of their respective duties under or in connection with a refinancing in accordance with the terms hereofOperative Documents; and (vxiv) in any violation of any lawother way relating to the Project, rule, regulation the Project Site or order by the Lessee or any Affiliate of Lessee or any Sublessee or any Pledged Equipment Lessee or any of their respective directors, officers, employees, agents or servantsProject Document Interest.

Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject Subject to the exclusions stated in Section 7.2(dparagraph (b) below, the Facility Lessee agrees to indemnify, protect, defend and hold harmless harmless, and do hereby indemnify the Owner Participant, the Owner Lessor, the Trust Company, in its individual capacity, the Lessor Manager, the Lease Indenture Company in its individual capacity, the Indenture Trustee, each Indemnified Person on Certificateholder, the Pass Through Company in its individual capacity, the Pass Through Trustees, and their respective Affiliates, successors, assigns, agents, directors, officers and employees (each an After-Tax Basis "Indemnitee") against any and all Claims directly (whether or indirectly not any of the transactions contemplated by the Operative Documents are consummated) imposed on, incurred or suffered by or asserted against any Indemnitee in any way relating to or resulting from or arising out of or alleged to result from or arise out of (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.2(g)): (i) this Agreement or any other Operative Agreement or any Partnership Document or any of the transactions contemplated hereby or thereby or any Unit or Pledged Unit or other Collateral or the acquisition, ownership, lease, operation, possession, modification, improvement, abandonment, use, non-use, maintenance, lease, sublease, substitution, control, repair, storage, alteration, transfer or other application or disposition, return, overhaul, testing, servicing, replacement or registration of any Unit or Pledged Unit (including, without limitation, injury, death or property damage of passengers, shippers or others, environmental control, noise and pollution regulations, or the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (including, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or any of the commodities, items or materials from time to time contained in any Unit or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit or any other circumstances in connection with any Unit or Pledged Unit or the performance of any Unit or Pledged Unit or any risks relating thereto; (ii) attributable to: the construction, manufacture, financing, refinancing, acquisition, operation, rebuilding, warranty, ownership, possession, maintenance, repair, lease, condition, alteration, modification, restoration, refurbishing, return, purchase, sale or other disposition, insuring, sublease, or other use or non-use of the Undivided Interest, the Ground Interest, the Facility, the Facility Site or any Component or any portion of any thereof or any interest therein; the conduct of the business or affairs of the Facility Lessee or Calpine and any other business or affairs conducted at the Facility or the Facility Site; the manufacture, design, purchase, acceptance, rejection, delivery, non-delivery or condition of, or improvement to, the Facility, the Facility Site or any Component, or any portion of any Unit thereof or any Pledged Unit (includinginterest therein; the Facility Lease, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement); (iii) any act or omission (whether negligent or otherwise) or any breach of or failure to perform or observethe Facility Site Lease, or any other non-compliance withOperative Document, the execution or delivery thereof or the performance, enforcement, attempted enforcement or amendment of any terms thereof, or the transactions contemplated thereby or resulting therefrom; 50 any Environmental Condition at, related to or caused by the Facility or the Facility Site or any Component, or any portion thereof, including, for the avoidance of doubt, any covenantsuch Environmental Condition existing prior to the Closing Date; the offer, condition issuance, sale, acquisition or agreement delivery of the Lessor Notes, the Certificates, any Additional Lessor Notes, any Additional Certificates or any refinancing thereof; the reasonable and documented costs and expenses of the Transaction Parties in connection with amendments or supplements to be performed the Operative Documents and the FILOT Lease requested by the Facility Lessee, or resulting from the actions of the Facility Lessee or in connection with any Lease Default or Lease Event of Default; the imposition of any Lien other than with respect to a particular Indemnitee (or a Related Party), an Owner Lessor's Lien, an Owner Participant's Lien or Indenture Trustee's Lien attributable to such Indemnitee; any violation by, or other obligation ofliability relating to, the Facility Lessee or any Affiliate other Calpine Party, the Facility or the Facility Site, of, or under, any Applicable Law, whether now or hereafter in effect (including Environmental Laws), or any action of any Governmental Entity or other Person taken with respect to the Facility, the Facility Site, the Operative Documents, the FILOT Lease or the interests of the Lessee Owner Participant, the Owner Lessor, the Indenture Trustee or the Pass Through Trustees, or under the Operative Documents or the FILOT Lease or the presence, use, storage, release, threatened release, transportation, arrangement for transportation, treatment, arrangement for treatment, manufacture, disposal or arrangement for disposal of any Hazardous Substance in, at, under or from the Facility or the Facility Site, including, for the avoidance of doubt, any of the foregoing existing or occurring prior to the Closing Date; the non-performance or breach by the Facility Lessee, any Calpine Party or the County of any obligation contained in this Agreement or any other Operative Agreements Document or Partnership Documents, the FILOT Lease or the falsity or inaccuracy of any representation, warranty or certification obligation of any such Person contained in this Agreement or any other Operative Document or the FILOT Lease; the continuing fees (if any) and expenses of the Lessee or any Affiliate Owner Lessor and the Lessor Manager (including the reasonable compensation and expenses of their respective counsel) arising out of the Lessee in any Owner Lessor's discharge of the Operative Agreements or Partnership Documents to which it is a party or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith other than representations and warranties in the Tax Indemnity Agreement; (iv) the offer, sale or delivery of any Equipment Notes or Pass Through Certificates or any interest in the Trust Estate its duties under or in connection with a refinancing in accordance with the terms hereofOperative Documents or the FILOT Lease (other than the Facility Lease, the Facility Site Lease, the FILOT Lease and the Springing Facility Site Lease); and the continuing fees (vif any) any violation and expenses of any lawthe Lease Indenture Company, rulethe Indenture Trustee, regulation or order by the Lessee or any Affiliate of Lessee or any Sublessee or any Pledged Equipment Lessee or any Pass Through Company, the Pass Through Trustees, (including the reasonable compensation and expenses of their respective directorscounsel, officers, employees, agents accountants and other professional persons) arising out of the discharge of their respective duties as provided in the Operative Documents or servantsthe FILOT Lease; or any Applicable Permits including any obligations imposed by FERC in connection with the Facility or the Facility Site.

Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject to the exclusions stated in Section 7.2(d) below, Lessee agrees to indemnify, protect, defend and hold harmless each Indemnified Person on an After-Tax Basis against Claims directly or indirectly resulting from or arising out of or alleged to result from or arise out of (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.2(g)): (i) this Agreement or any other Operative Agreement or any Partnership Document or any of the transactions contemplated hereby or thereby or any Unit or Pledged Unit or other Collateral or the acquisition, ownership, lease, operation, possession, modification, improvement, abandonment, use, non-use, maintenance, lease, sublease, substitution, control, repair, storage, alteration, transfer or other application or disposition, return, overhaul, testing, servicing, replacement or registration of any Unit or Pledged Unit (including, without limitation, injury, death or property damage of passengers, shippers or others, environmental control, noise and pollution regulations, or the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (including, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or any of the commodities, items or materials from time to time contained in any Unit or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit or any other circumstances in connection with any Unit or Pledged Unit or the performance of any Unit or Pledged Unit or any risks relating thereto; (ii) the construction, manufacture, financing, refinancing, design, purchase, acceptance, rejection, delivery, non-delivery or condition of any Unit or any Pledged Unit (including, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement); (iii) any act or omission (whether negligent or otherwise) or any breach of or failure to perform or observe, or any other non-compliance with, any covenant, condition or agreement to be performed by, or other obligation of, the Lessee or any Affiliate of the Lessee under any of the Operative Agreements or Partnership Documents, or the falsity of any representation, warranty or certification of the Lessee or any Affiliate of the Lessee in any of the Operative Agreements or Partnership Documents to which it is a party or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith other than representations and warranties in the any Tax Indemnity Agreement; (iv) the offer, sale or delivery of any Equipment Notes or Pass Through Certificates or any interest in the Trust Estate or in connection with a refinancing in accordance with the terms hereof; and (v) any violation of any law, rule, regulation or order by the Lessee or any Affiliate of Lessee or any Sublessee or any Pledged Equipment Lessee or any of their respective directors, officers, employees, agents or servants.

Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject Subject to the exclusions stated in Section 7.2(dparagraph (b) below, the Facility Lessee agrees to indemnify, protect, defend and hold harmless harmless, and do hereby indemnify the Owner Participant, the Owner Lessor, the Trust Company, in its individual capacity, the Lessor Manager, the Lease Indenture Company in its individual capacity, the Indenture Trustee, each Indemnified Person on Certificateholder, the Pass Through Company in its individual capacity, the Pass Through Trustees, and their respective Affiliates, successors, assigns, agents, directors, officers and employees (each an After-Tax Basis "Indemnitee") against any and all Claims directly (whether or indirectly not any of the transactions contemplated by the Operative Documents are consummated) imposed on, incurred or suffered by or asserted against any Indemnitee in any way relating to or resulting from or arising out of or alleged to result from or arise out of (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.2(g)): (i) this Agreement or any other Operative Agreement or any Partnership Document or any of the transactions contemplated hereby or thereby or any Unit or Pledged Unit or other Collateral or the acquisition, ownership, lease, operation, possession, modification, improvement, abandonment, use, non-use, maintenance, lease, sublease, substitution, control, repair, storage, alteration, transfer or other application or disposition, return, overhaul, testing, servicing, replacement or registration of any Unit or Pledged Unit (including, without limitation, injury, death or property damage of passengers, shippers or others, environmental control, noise and pollution regulations, or the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (including, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or any of the commodities, items or materials from time to time contained in any Unit or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit or any other circumstances in connection with any Unit or Pledged Unit or the performance of any Unit or Pledged Unit or any risks relating thereto; (ii) attributable to: the construction, manufacture, financing, refinancing, acquisition, operation, rebuilding, warranty, ownership, possession, maintenance, repair, lease, condition, alteration, modification, restoration, refurbishing, return, purchase, sale or other disposition, insuring, sublease, or other use or non-use of the Undivided Interest, the Ground Interest, the Facility, the Facility Site, the Easement or any Component or any portion of any thereof or any interest therein; the conduct of the business or affairs of the Facility Lessee or Calpine and any other business or affairs conducted at the Facility, the Easement or the Facility Site; the manufacture, design, purchase, acceptance, rejection, delivery, non-delivery or condition of, or improvement to, the Facility, the Facility Site, the Easement or any Component, or any portion of any Unit thereof or any Pledged Unit (includinginterest therein; the Facility Lease, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement); (iii) any act or omission (whether negligent or otherwise) or any breach of or failure to perform or observethe Facility Site Lease, or any other non-compliance withOperative Document, the execution or delivery thereof or the performance, enforcement, attempted enforcement or amendment of any terms thereof, or the transactions contemplated thereby or resulting therefrom; any Environmental Condition at, related to or caused by the Facility or the Facility Site or the Easement or any Component, or any portion thereof, including, for the avoidance of doubt, any covenantsuch Environmental Condition existing prior to the Closing Date; the offer, condition issuance, sale, acquisition or agreement delivery of the Lessor Notes, the Certificates, any Additional Lessor Notes, any Additional Certificates or any refinancing thereof; the reasonable and documented costs and expenses of the Transaction Parties in connection with amendments or supplements to be performed the Operative Documents and the South Point Ground Lease requested by the Facility Lessee, or resulting from the actions of the Facility Lessee or in connection with any Lease Default or Lease Event of Default; the imposition of any Lien other than with respect to a particular Indemnitee (or a Related Party), an Owner Lessor's Lien, an Owner Participant's Lien or Indenture Trustee's Lien attributable to such Indemnitee; any violation by, or other obligation ofliability relating to, the Facility Lessee or any Affiliate other Calpine Party, the Facility or the Facility Site, of, or under, any Applicable Law, whether now or hereafter in effect (including Environmental Laws), or any action of any Governmental Entity or other Person taken with respect to the Facility, the Facility Site, the Operative Documents, the South Point Ground Lease or the interests of the Lessee Owner Participant, the Owner Lessor, the Indenture Trustee or the Pass Through Trustees, or under the Operative Documents or the South Point Ground Lease or the presence, use, storage, release, threatened release, transportation, arrangement for transportation, treatment, arrangement for treatment, manufacture, disposal or arrangement for disposal of any Hazardous Substance in, at, under or from the Facility, the Easement or the Facility Site, including, for the avoidance of doubt, any of the foregoing existing or occurring prior to the Closing Date; the non-performance or breach by the Facility Lessee, any Calpine Party or the Tribe of any obligation contained in this Agreement or any other Operative Agreements Document or Partnership Documents, the South Point Ground Lease or the falsity or inaccuracy of any representation, warranty or certification obligation of any such Person contained in this Agreement or any other Operative Document or the South Point Ground Lease; the continuing fees (if any) and expenses of the Lessee or any Affiliate Owner Lessor and the Lessor Manager (including the reasonable compensation and expenses of their respective counsel) arising out of the Lessee in any Owner Lessor's discharge of the Operative Agreements or Partnership Documents to which it is a party or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith other than representations and warranties in the Tax Indemnity Agreement; (iv) the offer, sale or delivery of any Equipment Notes or Pass Through Certificates or any interest in the Trust Estate its duties under or in connection with a refinancing in accordance with the terms hereofOperative Documents or the South Point Ground Lease (other than the Facility Lease and the Facility Site Lease); and the continuing fees (vif any) any violation and expenses of any lawthe Lease Indenture Company, rulethe Indenture Trustee, regulation or order by the Lessee or any Affiliate of Lessee or any Sublessee or any Pledged Equipment Lessee or any Pass Through Company, the Pass Through Trustees, (including the reasonable compensation and expenses of their respective directorscounsel, officers, employees, agents or servants.accountants and other professional

Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject Subject to the exclusions stated in Section 7.2(dsubsection (d) below, Lessee Mortgagor hereby indemnifies and agrees to indemnify, protect, defend and hold harmless harmless, on an after-tax basis as defined in Section 8.2(d), each Indemnified Person on an After-Tax Basis against Claims directly or indirectly resulting from or arising out of or alleged to result from resulting from: (i) the operation, possession, use, nonuse, purchase, airworthiness, control, return, transfer, maintenance, overhaul, testing, registration, title, lease, reregistration, storage, modification, replacement, repair, substitution, pooling or arise out interchange of (the Aircraft, the Airframe, any Engine or any Part, or any engine used in connection with the Airframe, or any part thereof, or any other Property used in connection therewith, or any other Collateral, by Mortgagor, any lessee or any other Person whatsoever, whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.2(g)): (i) operation, possession, use, nonuse, title, lease, purchase, airworthiness, control, return, transfer, maintenance, overhaul, testing, registration, reregistration, storage, modification, replacement, repair, substitution, pooling or interchange is in compliance with the terms of this Agreement or any other Operative Agreement Document, including, without limitation, claims for death, personal injury or any Partnership Document or any of the transactions contemplated hereby or thereby or any Unit or Pledged Unit Property damage or other Collateral loss or the acquisitionharm to any Person whatsoever and Claims relating to any laws, ownershiprules or regulations pertaining to such operations, possession, use, nonuse, title, lease, operationpurchase, possession, modification, improvement, abandonment, use, non-use, maintenance, lease, sublease, substitutionairworthiness, control, repair, storage, alterationreturn, transfer or other application or disposition, returnmaintenance, overhaul, testing, servicingregistration, replacement reregistration, storage, modification, replacement, repair, substitution, pooling or registration of any Unit or Pledged Unit (includinginterchange, without limitation, injury, death or property damage of passengers, shippers or others, including environmental control, noise and pollution laws, rules or regulations, or the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (including, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or any of the commodities, items or materials from time to time contained in any Unit or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit or any other circumstances in connection with any Unit or Pledged Unit or the performance of any Unit or Pledged Unit or any risks relating thereto; (ii) the construction, manufacture, financing, refinancing, design, purchase, acceptance, rejection, delivery, non-delivery nondelivery, condition or condition ownership of the Aircraft, any Unit Engine or any Pledged Unit (Part, or any engine used in connection with the Airframe, or any part thereof, or any other Collateral, including, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement);; and (iii) any act or omission (whether negligent or otherwise) or any breach of or failure to perform or observe, or any other non-compliance noncompliance with, any covenant, condition covenant or agreement to be performed by, or other obligation ofof Mortgagor under, the Lessee Securities or any Affiliate of the Lessee under any of the Operative Agreements or Partnership Documents, or the falsity falsity, inaccuracy or breach of any representation, representation or warranty or certification of the Lessee or any Affiliate of the Lessee Mortgagor in any of the Operative Agreements or Partnership Documents to which it is a party or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith other than representations and warranties in the Tax Indemnity Agreement; (iv) the offer, sale or delivery of any Equipment Notes or Pass Through Certificates or any interest in the Trust Estate or in connection with a refinancing in accordance with the terms hereof; and (v) any violation of any law, rule, regulation or order by the Lessee or any Affiliate of Lessee or any Sublessee or any Pledged Equipment Lessee or any of their respective directors, officers, employees, agents or servantsDocuments.

Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject to the exclusions stated in Section 7.2(d) below, Lessee agrees to indemnify, protect, defend and hold harmless each Indemnified Person on an After-Tax Basis against Claims directly or indirectly resulting from or arising out of or alleged to result from or arise out of (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.2(g)): (i) this Agreement or any other Operative Agreement or any Partnership Document or any of the transactions contemplated hereby or and thereby or any Unit or Pledged Unit or other Collateral or the acquisition, ownership, lease, operation, possession, modification, improvement, abandonment, use, non-use, maintenance, lease, sublease, substitution, control, repair, storage, alteration, transfer or other application or disposition, return, overhaul, testing, servicing, replacement or registration of any Unit or Pledged Unit (including, without limitation, injury, death or property damage of passengers, shippers or others, and environmental control, noise and pollution regulations, or the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances Sub stances or damage to the environment (including, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or by any of the commodities, items or materials from time to time contained in any Unit or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or by the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit or by any other circumstances in connection with any Unit or Pledged Unit or by the performance of any Unit or Pledged Unit or any risks relating thereto; (ii) the construction, manufacture, financing, refinancing, design, purchase, acceptance, rejection, delivery, non-delivery or condition of any Unit or any Pledged Unit (including, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement); (iii) any act or omission (whether negligent or otherwiseother wise) or any breach of or failure to perform or observe, or any other nonnon- 66 Participation Agreement (TRLI 2001-1B) compliance with, any covenant, condition or agreement to be performed by, or other obligation of, the Lessee or any Affiliate of the Lessee under any of the Operative Agreements or Partnership DocumentsAgreements, or the falsity of any representation, representation or warranty or certification of the Lessee or any Affiliate of the Lessee in any of the Operative Agreements or Partnership Documents to which it is a party or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith other than representations and warranties in the Tax Indemnity Agreement; (iv) the offer, sale or delivery of any Equipment Notes or Pass Through Certificates or any interest in the Trust Estate or in connection with a refinancing in accordance with the terms hereof; and (v) any violation of any law, rule, regulation or order by the Lessee or any Affiliate of Lessee or any Sublessee or any Pledged Equipment Lessee or any of their respective directors, officers, employees, agents or servants.

Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject Subject to the exclusions stated in Section 7.2(dparagraph (b) below, Lessee Xxxxx City agrees to indemnifyto, on an After-Tax Basis, protect, defend and hold harmless harmless, and does hereby indemnify the Owner Lessor, the Owner Participant, the Owner Manager, the OM Company, in its individual capacity, the Security Agent, the Lender, the Bondholder Trustee and the Lease Indenture Trustee and each Indemnified Person on of their respective successors, permitted assigns, agents, employees, servants, directors, members, partners, officers and Affiliates (each an After-Tax Basis "INDEMNITEE") against Claims directly or indirectly resulting from or arising out any and all liabilities, obligations, losses, damages, penalties, actions, suits, costs, expenses and claims of or alleged to result from or arise out of any nature (whether or not any of the transactions contemplated by the Operative Documents are consummated) imposed on incurred or asserted against such Indemnified Person shall be indemnified as Indemnitee arising out of, in connection with, or relating to such Claim by any other Person but subject to Section 7.2(g)of the following (collectively, "CLAIMS"): (i) this Agreement or any other Operative Agreement or any Partnership Document or any of the transactions contemplated hereby or thereby or any Unit or Pledged Unit or other Collateral or the construction, financing, refinancing, acquisition, operation, warranty, ownership, possession, maintenance, repair, lease, operationcondition, possessionalteration, modification, improvementrestoration, abandonmentrefurbishing, usereturn, non-usepurchase, maintenancesale or other disposition, leaseinsuring, sublease, substitution, control, repair, storage, alteration, transfer or other application use or disposition, return, overhaul, testing, servicing, replacement or registration nonuse of any Unit or Pledged Unit (including, without limitation, injury, death or property damage of passengers, shippers or others, environmental control, noise and pollution regulations, the Facility or the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (including, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicableFacility Site, or any of the commodities, items portion or materials from time to time contained in any Unit Component thereof or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit or any other circumstances in connection with any Unit or Pledged Unit or the performance of any Unit or Pledged Unit or any risks relating theretointerest therein; (ii) the constructionconduct of the business or affairs of (x) Xxxxx City or (y) any Affiliate of Xxxxx City but, in the case of any such Affiliate, only at the Facility and Facility Site or in connection therewith; (iii) the manufacture, financing, refinancing, design, purchase, acceptance, rejection, delivery, non-delivery or condition of any Unit of, or improvement to, the Facility, the Facility Site or any Pledged Unit (including, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement); (iii) any act or omission (whether negligent or otherwise) or any breach of or failure to perform or observeComponent, or any other non-compliance with, portion of any covenant, condition or agreement to be performed by, or other obligation of, the Lessee thereof or any Affiliate of the Lessee under any of the Operative Agreements or Partnership Documents, or the falsity of any representation, warranty or certification of the Lessee or any Affiliate of the Lessee in any of the Operative Agreements or Partnership Documents to which it is a party or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith other than representations and warranties in the Tax Indemnity Agreementinterest therein; (iv) the offerFacility Lease or any other Operative Documents in respect of the Facility or the Facility Site, sale the execution or delivery thereof, or the performance, enforcement, attempted enforcement or any amendment, supplement or modification to, or any waiver (collectively, "AMENDMENTS") of any Equipment Notes terms thereof or Pass Through Certificates or any interest in the Trust Estate or in connection with a refinancing in accordance with the terms hereof; andthereto; (v) any violation Environmental Claim or any Environmental Condition resulting from the Facility, the Facility Site, or any Component (or portion of any lawComponent) thereof, ruleincluding any such Environmental Claim or Environmental Condition arising from or related to the operation of the Facility or any Component thereof; (vi) the reasonable costs and expenses of each Indemnitee in connection with Amendments or supplements of or to the Operative Documents (x) requested by Xxxxx City or required pursuant to the provisions of any Operative Document, regulation including under SECTION 12 hereof, or order (y) as a result of a Lease Event of Default under the Facility Lease that has occurred and is continuing; (vii) the imposition of any Lien other than, with respect to a particular Indemnitee, a Lien arising by or through such Indemnitee (or its agents, employees, servants or affiliates) that is prohibited under the Lessee terms of the Operative Documents; (viii) any violation by, or liability relating to, Xxxxx City, any Xxxxx City Party, the Facility or the Facility Site of, or under, any Requirement of Law, whether now or hereafter in effect (including Environmental Laws), or any action of any Governmental Authority or other Person taken with respect to the Facility or Facility Site, the Operative Documents or the interests of the Lease Indenture Trustee, the Security Agent, the Owner Lessor or the Owner Participant under the Operative Documents or the presence, use, storage, transportation, treatment or manufacture of any hazardous substance in, at, under or from the Facility or Facility Site; (ix) the nonperformance or breach by Xxxxx City or any Affiliate of Lessee any obligation contained in the Operative Documents or the falsity or inaccuracy of any representation or warranty of Xxxxx City or any Sublessee Affiliate in the Operative Documents; (x) the continuing fees (if any) and expenses of the Owner Manager, Owner Lessor, Owner Participant, the Bondholder Trustee, the Lender, the Security Agent and the Lease Indenture Trustee (including the reasonable fees and expenses of counsel, accountants and other professional persons) arising out of discharge of their duties under or in connection with the Operative Documents; (xi) the offer, issuance, sale or acquisition of the Lessor Notes or any Pledged Equipment Lessee Additional Lessor Notes, or, in each case, any refinancing thereof; (xii) any regulatory approvals or licenses (or any renewals thereof) including, without limitation, any obligations imposed by FERC in connection with the Facility or Facility Site; (xiii) any drawing under the Debt Service Reserve Letter of their respective directorsCredit (and any applicable application or reimbursement agreement with respect thereto) or replacement, officersrenewal or re-issuance thereof (including interest accruing thereon) under the Debt Service Reserve Letter of Credit (and any applicable application or reimbursement agreement with respect thereto); and (xiv) any and all fees, employeesincluding interest accruing thereon, agents or servantswith respect to the Debt Service Reserve Letter of Credit payable to such letter of credit issuer; provided, however, that in no event shall the Facility Lessee be liable for Claims pursuant to this clause (xiv) in an aggregate amount exceeding $[__].

Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occursa closing occurs with respect thereto, and subject to the exclusions stated in Section 7.2(dsubsection (d) below, Lessee agrees to indemnify, protect, defend and hold harmless each Indemnified Person on an After-Tax Basis against Claims directly or indirectly resulting from or arising out of or alleged to result from or arise out of (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.2(g)Person): (i) this Agreement or any other Operative Agreement or any Partnership Document or any of the transactions contemplated hereby or and thereby or any Unit or Pledged Unit or other Collateral or the acquisition, ownership, lease, operation, possession, modification, improvement, abandonment, use, non-use, maintenance, lease, sublease, substitution, control, repair, storage, alteration, transfer transfer, transportation or other application or disposition, return, overhaul, testing, servicing, replacement or registration of any Unit or Pledged Unit (including, without limitation, injury, death or property damage of passengers, shippers or others, and environmental control, noise and pollution regulations, or the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, release or escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (including, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicableLease, or by any of the commodities, items or materials from time to time contained in any Unit or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicableLease, or by the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit or by any other circumstances in connection with any Unit Unit, or Pledged Unit or by the performance of any Unit or Pledged Unit or any risks relating thereto, or by any interruption of service, loss of business or anticipated profits or consequential damages; (ii) the construction, manufacture, financing, refinancing, design, purchase, acceptance, rejection, delivery, non-delivery or condition of any Unit or any Pledged Unit (including, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement); (iii) any act or omission (whether negligent or otherwise) or any breach of or failure to perform or observe, or any other non-compliance with, any covenant, condition or agreement to be performed by, or other obligation of, the Lessee or any Affiliate of the Lessee under any of the Operative Agreements or Partnership DocumentsAgreements, or the falsity of any representation, representation or warranty or certification of the Lessee or any Affiliate of the Lessee in any of the Operative Agreements or Partnership Documents to which it is a party or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith other than representations and warranties in the Tax Indemnity Agreement; (iv) the offer, sale sale, delivery, refunding or delivery refinancing of any Equipment Notes or Pass Through Certificates or any interest in the Trust Estate (including, without limitation, any claim arising out of the Securities Act, the Securities Exchange Act of 1934, as amended, or in connection with a refinancing in accordance with the terms hereof; andany other applicable law or at common law or otherwise relating to securities); (v) any strict liability or negligence in tort or violation of any law, rule, regulation or order by the Lessee or any Affiliate of Lessee sublessee or any Sublessee or any Pledged Equipment Lessee or any of their respective directors, officers, employees, agents or servants; and (vi) any issuance, transfer or holding of Equipment Notes or Pass Through Certificates being deemed to result in a "prohibited transaction" under ERISA or the Code.

Claims Indemnified. Whether or not any Unit is accepted under the ------------------ Lease, or the Closing occurs, and subject to the exclusions stated in Section 7.2(dparagraph (d) below, Lessee agrees to indemnify, protect, defend and hold harmless each Indemnified Person on an After-Tax Basis against Claims directly or indirectly resulting from or arising out of or alleged to result from or arise out of (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.2(g)Person): (i) this Agreement or any other Operative Agreement or any Partnership Document or any of the transactions contemplated hereby or and thereby or any Unit or Pledged Unit or other Collateral or the acquisition, ownership, lease, operation, possession, modification, improvement, abandonment, use, non-use, maintenance, lease, sublease, substitution, control, repair, storage, alteration, transfer or other application or disposition, return, overhaul, testing, servicing, replacement or registration of any Unit or Pledged Unit (including, without limitation, injury, death or property damage of passengers, shippers or others, and environmental control, noise and pollution regulations, or the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (including, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicableLease, or by any of the commodities, items or materials from time to time contained in any Unit or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicableLease, or by the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit or by any other circumstances in connection with any Unit Unit, or Pledged Unit or by the performance of any Unit or Pledged Unit or any risks relating thereto, or by any interruption of service, loss of business or anticipated profits or consequential damages; (ii) the construction, manufacture, financing, refinancing, design, purchase, acceptance, rejection, delivery, non-delivery or condition of any Unit or any Pledged Unit (including, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement); (iii) any act or omission (whether negligent or otherwise) or any breach of or failure to perform or observe, or any other non-compliance with, any covenant, condition or agreement to be performed by, or other obligation of, the Lessee or any Affiliate of the Lessee under any of the Operative Agreements or Partnership DocumentsAgreements, or the falsity of any representation, representation or warranty or certification of the Lessee or any Affiliate of the Lessee in any of the Operative Agreements or Partnership Documents to which it is a party or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith other than representations and warranties in the Tax Indemnity Agreement; (iv) the offer, sale or delivery of any Equipment Notes or Pass Through Certificates or any interest in the Trust Estate or in connection with a refinancing in accordance with the terms hereofEstate; and (v) any violation of any law, rule, regulation or order by the Lessee or any Affiliate of Lessee sublessee or any Sublessee or any Pledged Equipment Lessee or any of their respective directors, officers, employees, agents or servants.

Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject Subject to the exclusions stated in Section 7.2(d) below12.3 below and the other limitations in this Article XII, Lessee agrees the Borrower agrees, to indemnify, protect, defend and hold harmless each Indemnified Person harmless, on an After-Tax Basis Basis, each Indemnitee from, against and in respect of any and all Claims directly of any kind or indirectly nature whatsoever that may be imposed on, incurred by or asserted against any Indemnitee in any way related to, resulting from or arising out of any one or alleged to result from more of the following: (a) the Borrower’s possession of, title to, or arise out of leasing of, the Aircraft, the Airframe or any Engine or Part, (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.2(g)): (ib) this Agreement or any of the other Operative Agreement or any Partnership Document Documents, or any of the transactions contemplated hereby or thereby thereby, or the enforcement of the terms of any thereof related to, resulting from or arising out of a Default or an Event of Default (including restructuring or reorganization of the Borrower, whether or not supervised by a court), (c) the manufacture, design, purchase, acceptance or rejection of the Aircraft, the Airframe or any Unit Engine or Pledged Unit or other Collateral or Part under the acquisitionAircraft Purchase Agreement, (d) the ownership, delivery, non-delivery, lease, operationsublease, wet lease, possession, modification, improvement, abandonment, use, non-use, maintenancesubstitution, leaseairworthiness, sublease, substitutionstate of airworthiness, control, manufacture, construction, maintenance, repair, testing, abandonment, replacement, operation, registration, deregistration, re-registration, condition, sale, storage, modification, alteration, return, pooling, assignment, transfer or other application disposition of the Aircraft, the Airframe or disposition, return, overhaul, testing, servicing, replacement any Engine or registration of any Unit or Pledged Unit Part (including, without limitation, injury, any death or property damage of passengers, shippers injury to passengers or others, environmental controlproperty damage, noise and pollution regulations, or the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (includingenvironment, without limitation, costs of investigations any latent or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or any of the commodities, items or materials from time to time contained in any Unit or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit or any other circumstances in connection with any Unit or Pledged Unit or the performance of any Unit or Pledged Unit or any risks relating thereto; (ii) the construction, manufacture, financing, refinancing, design, purchase, acceptance, rejection, delivery, non-delivery or condition of any Unit or any Pledged Unit (including, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringementinfringement and any violation of law by the Borrower); , (iiie) tort liability, whether or not arising out of the negligence of any act or omission Indemnitee (whether negligent active, passive or otherwiseimputed and including strict liability without fault), (f) or any breach of or failure to perform or observe, or any other non-compliance with, any covenant, condition or agreement or other obligation to be performed by, or other obligation of, by the Lessee or any Affiliate of the Lessee Borrower under any of the Operative Agreements or Partnership Documents, or the falsity or inaccuracy of any representation, representation or warranty or certification of the Lessee or any Affiliate of the Lessee Borrower in any of the Operative Agreements or Partnership Documents to which it is a party or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith other than representations and warranties in the Tax Indemnity Agreement; Documents, (iv) the offer, sale or delivery of any Equipment Notes or Pass Through Certificates or any interest in the Trust Estate or in connection with a refinancing in accordance with the terms hereof; and (vg) any violation of any law, rule, regulation or order applicable law by the Lessee Borrower, or any Affiliate of Lessee or any Sublessee or any Pledged Equipment Lessee or any of their respective its directors, officers, employees, agents or servants, (h) the offer or sale of any Loans or any refunding or refinancing of the Loans by the Borrower (the benefit of the indemnity in this clause (h) to extend also to any person who controls the Indemnitee, its successors, assigns, employees, directors and officers) and (i) the insolvency, bankruptcy, reorganization or other proceeding in any jurisdiction relating to or against the Borrower or any Affiliate of the Borrower (including, without limitation, any action or proceeding taken to set aside, invalidate, affect or treat as a preference or transaction at an undervalue, the sale of the Aircraft, the Airframe or any Engine or Part from the Borrower to the Owner Trustee or any other transaction contemplated by the Operative Documents).

Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject Subject to the exclusions stated in Section 7.2(dsubsection (d) below, Lessee Owner agrees to indemnify, protect, defend and hold harmless each Indemnified Person on an After-Tax Basis against Claims directly or indirectly resulting from or arising out of or alleged to result from or arise out of (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.2(g)Person): (i) this Agreement or any other Operative Agreement or any Partnership Document or any of the transactions contemplated hereby or and thereby or any Unit or Pledged Unit or other Collateral or the acquisition, ownership, lease, operation, possession, modification, improvement, abandonment, use, non-use, maintenance, lease, sublease, substitution, control, repair, storage, alteration, transfer or other application or disposition, return, overhaul, testing, servicing, replacement or registration of any Unit or Pledged Unit (including, without limitation, injury, death or property damage of passengers, shippers or others, and environmental control, noise and pollution regulations, or the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, release or escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (including, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicableIndenture, or by any of the commodities, items or materials from time to time contained in any Unit or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicableIndenture, or by the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit or by any other circumstances in connection with any Unit Unit, or Pledged Unit or by the performance of any Unit or Pledged Unit or any risks relating thereto, or by any interruption of service, loss of business or anticipated profits or consequential damages; (ii) the construction, manufacture, financing, refinancing, design, purchase, acceptance, rejection, delivery, non-delivery or condition of any Unit or any Pledged Unit (including, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement); (iii) any act or omission (whether negligent or otherwise) or any breach of or failure to perform or observe, or any other non-compliance with, any covenant, condition or agreement to be performed by, or other obligation of, the Lessee or any Affiliate of the Lessee Owner under any of the Operative Agreements or Partnership DocumentsAgreements, or the falsity of any representation, representation or warranty or certification of the Lessee or any Affiliate of the Lessee Owner in any of the Operative Agreements or Partnership Documents to which it is a party or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith other than representations and warranties in the Tax Indemnity Agreementtherewith; (iv) the offer, sale or delivery of any Equipment Notes or Pass Through Certificates or any interest in the Trust Estate or in connection with a refinancing in accordance with the terms hereofCertificates; and (v) any violation of any law, rule, regulation or order by the Lessee Owner or any Affiliate lessee of Lessee the Equipment or any Sublessee or any Pledged Equipment Lessee or any of their respective directors, officers, employees, agents or servants.; and

Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occursa closing occurs with respect thereto, and subject to the exclusions stated in Section 7.2(dsubsection (d) below, Lessee agrees to indemnify, protect, defend and hold harmless each Indemnified Person on an After-Tax Basis against Claims directly or indirectly resulting from or arising out of or alleged to result from or arise out of (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.2(g)Person): (i) this Agreement or any other Operative Agreement or any Partnership Document or any of the transactions contemplated hereby or and thereby or any Unit or Pledged Unit or other Collateral or the acquisition, ownership, lease, operation, possession, modification, improvement, abandonment, use, non-use, maintenance, lease, sublease, substitution, control, repair, storage, alteration, transfer or other application or disposition, return, overhaul, testing, servicing, replacement or registration of any Unit or Pledged Unit (including, without limitation, injury, death or property damage of passengers, shippers or others, and environmental control, noise and pollution regulations, or the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, release or escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (including, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicableLease, or by any of the commodities, items or materials from time to time contained in any Unit or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicableLease, or by the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit or by any other circumstances in connection with any Unit Unit, or Pledged Unit or by the performance of any Unit or Pledged Unit or any risks relating thereto, or by any interruption of service, loss of business or anticipated profits or consequential damages; (ii) the construction, manufacture, financing, refinancing, design, purchase, acceptance, rejection, delivery, non-delivery or condition of any Unit or any Pledged Unit (including, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement); (iii) any act or omission (whether negligent or otherwise) or any breach of or failure to perform or observe, or any other non-compliance with, any covenant, condition or agreement to be performed by, or other obligation of, the Lessee or any Affiliate of the Lessee under any of the Operative Agreements or Partnership DocumentsAgreements, or the falsity of any representation, representation or warranty or certification of the Lessee or any Affiliate of the Lessee in any of the Operative Agreements or Partnership Documents to which it is a party or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith other than representations and warranties in the Tax Indemnity Agreement; (iv) the offer, sale or delivery of any Equipment Notes or Pass Through Certificates or any interest in the Trust Estate or in connection with a refinancing in accordance with the terms hereof; andEstate; (v) any violation of any law, rule, regulation or order by the Lessee or any Affiliate of Lessee sublessee or any Sublessee or any Pledged Equipment Lessee or any of their respective directors, officers, employees, agents or servants; and (vi) the acquisition or holding of any Equipment Notes or Pass Through Certificates being deemed to result in a "prohibited transaction" under ERISA or the Code.

Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject to the exclusions stated in Section 7.2(d) below, Lessee agrees to indemnify, protect, defend and hold harmless each Indemnified Person on an After-Tax Basis against Claims directly or indirectly resulting from or arising out of or alleged to result from or arise out of (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.2(g)Person): (i) this Agreement or any other Operative Agreement or any Partnership Document Lease or any of the transactions contemplated hereby or thereby or any Unit or Pledged Unit or other Collateral or the acquisition, ownership, lease, operation, possession, modification, improvement, abandonment, use, non-use, maintenance, lease, sublease, substitution, control, repair, rebuild, refurbishment, storage, alteration, transfer or other application or disposition, return, overhaul, testing, servicing, replacement replacement, permitting or registration or any other authorization by a Governmental Authority of any Unit or Pledged Unit (including, without limitation, injury, death or property damage of passengers, shippers or others, and environmental control, noise and pollution regulations, or the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, release or escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (including, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether assessed by any Governmental Authority or any other Person) whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicablethis Lease, or by any of the commodities, items or materials from time to time contained utilized in or processed though any Unit or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicablethis Lease, or by the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit or by any other circumstances in connection with any Unit Unit, or Pledged Unit or by the performance of any Unit or Pledged Unit or any risks relating thereto, or by any interruption of service, loss of business or anticipated profits or consequential damages; (ii) the acquisition, construction, manufacture, financing, refinancing, design, purchase, acceptance, rejection, delivery, non-delivery or condition of any Unit or any Pledged Unit (including, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement); (iii) any act or omission (whether negligent or otherwise) or any breach of or failure to perform or observe, or any other non-compliance with, any covenant, condition or agreement to be performed by, or other obligation of, the Lessee or any Affiliate of the Lessee under any of the Operative Agreements or Partnership Documentsthis Lease, or the falsity of any representation, representation or warranty or certification of the Lessee or any Affiliate of the Lessee in any of the Operative Agreements or Partnership Documents to which it is a party this Lease or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith other than representations and warranties in the Tax Indemnity Agreement;therewith; or (iv) the offer, sale or delivery of any Equipment Notes or Pass Through Certificates or any interest in the Trust Estate or in connection with a refinancing in accordance with the terms hereof; and (v) any violation of any law, rule, regulation or order by the Lessee or any Affiliate of Lessee sublessee or any Sublessee or any Pledged Equipment Lessee or any of their respective directors, officers, employees, agents or servants.

Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject Subject to the exclusions stated in Section 7.2(dparagraph (b) below, Lessee Xxxxx City agrees to indemnifyto, on an After-Tax Basis, protect, defend and hold harmless harmless, and does hereby indemnify the Owner Lessor, the Owner Participant, the Owner Manager, the OM Company, in its individual capacity, the Security Agent, the Lender, the Bondholder Trustee and the Lease Indenture Trustee and each Indemnified Person on of their respective successors, permitted assigns, agents, employees, servants, directors, members, partners, officers and Affiliates (each an After-Tax Basis "INDEMNITEE") against Claims directly or indirectly resulting from or arising out any and all liabilities, obligations, losses, damages, penalties, actions, suits, costs, expenses and claims of or alleged to result from or arise out of any nature (whether or not any of the transactions contemplated by the Operative Documents are consummated) imposed on incurred or asserted against such Indemnified Person shall be indemnified as Indemnitee arising out of, in connection with, or relating to such Claim by any other Person but subject to Section 7.2(g)of the following (collectively, "CLAIMS"): (i) this Agreement or any other Operative Agreement or any Partnership Document or any of the transactions contemplated hereby or thereby or any Unit or Pledged Unit or other Collateral or the construction, financing, refinancing, acquisition, operation, warranty, ownership, possession, maintenance, repair, lease, operationcondition, possessionalteration, modification, improvementrestoration, abandonmentrefurbishing, usereturn, non-usepurchase, maintenancesale or other disposition, leaseinsuring, sublease, substitution, control, repair, storage, alteration, transfer or other application use or disposition, return, overhaul, testing, servicing, replacement or registration nonuse of any Unit or Pledged Unit (including, without limitation, injury, death or property damage of passengers, shippers or others, environmental control, noise and pollution regulations, the Facility or the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (including, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicableFacility Site, or any of the commodities, items portion or materials from time to time contained in any Unit Component thereof or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit or any other circumstances in connection with any Unit or Pledged Unit or the performance of any Unit or Pledged Unit or any risks relating theretointerest therein; (ii) the constructionconduct of the business or affairs of (x) Xxxxx City or (y) any Affiliate of Xxxxx City but, in the case of any such Affiliate, only at the Facility and Facility Site or in connection therewith; (iii) the manufacture, financing, refinancing, design, purchase, acceptance, rejection, delivery, non-delivery or condition of any Unit of, or improvement to, the Facility, the Facility Site or any Pledged Unit (including, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement); (iii) any act or omission (whether negligent or otherwise) or any breach of or failure to perform or observeComponent, or any other non-compliance with, portion of any covenant, condition or agreement to be performed by, or other obligation of, the Lessee thereof or any Affiliate of the Lessee under any of the Operative Agreements or Partnership Documents, or the falsity of any representation, warranty or certification of the Lessee or any Affiliate of the Lessee in any of the Operative Agreements or Partnership Documents to which it is a party or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith other than representations and warranties in the Tax Indemnity Agreementinterest therein; (iv) the offerFacility Lease or any other Operative Documents in respect of the Facility or the Facility Site, sale the execution or delivery thereof, or the performance, enforcement, attempted enforcement or any amendment, supplement or modification to, or any waiver (collectively, "AMENDMENTS") of any Equipment Notes terms thereof or Pass Through Certificates or any interest in the Trust Estate or in connection with a refinancing in accordance with the terms hereof; andthereto; (v) any violation Environmental Claim or any Environmental Condition resulting from the Facility, the Facility Site, or any Component (or portion of any lawComponent) thereof, ruleincluding any such Environmental Claim or Environmental Condition arising from or related to the operation of the Facility or any Component thereof; (vi) the reasonable costs and expenses of each Indemnitee in connection with Amendments or supplements of or to the Operative Documents (x) requested by Xxxxx City or required pursuant to the provisions of any Operative Document, regulation including under SECTION 12 hereof, or order (y) as a result of a Lease Event of Default under the Facility Lease that has occurred and is continuing; (vii) the imposition of any Lien other than, with respect to a particular Indemnitee, a Lien arising by or through such Indemnitee (or its agents, employees, servants or affiliates) that is prohibited under the Lessee terms of the Operative Documents; (viii) any violation by, or liability relating to, Xxxxx City, any Xxxxx City Party, the Facility or the Facility Site of, or under, any Requirement of Law, whether now or hereafter in effect (including Environmental Laws), or any action of any Governmental Authority or other Person taken with respect to the Facility or Facility Site, the Operative Documents or the interests of the Lease Indenture Trustee, the Security Agent, the Owner Lessor or the Owner Participant under the Operative Documents or the presence, use, storage, transportation, treatment or manufacture of any hazardous substance in, at, under or from the Facility or Facility Site; (ix) the nonperformance or breach by Xxxxx City or any Affiliate of Lessee any obligation contained in the Operative Documents or the falsity or inaccuracy of any representation or warranty of Xxxxx City or any Sublessee Affiliate in the Operative Documents; (x) the continuing fees (if any) and expenses of the Owner Manager, Owner Lessor, Owner Participant, the Bondholder Trustee, the Lender, the Security Agent and the Lease Indenture Trustee (including the reasonable fees and expenses of counsel, accountants and other professional persons) arising out of discharge of their duties under or in connection with the Operative Documents; (xi) the offer, issuance, sale or acquisition of the Lessor Notes or any Pledged Equipment Lessee Additional Lessor Notes, or, in each case, any refinancing thereof; (xii) any regulatory approvals or licenses (or any renewals thereof) including, without limitation, any obligations imposed by FERC in connection with the Facility or Facility Site; (a) any replacement, renewal or re-issuance of their respective directorsthe Debt Service Reserve Letter of Credit (and any applicable application or reimbursement agreement with respect thereto) and (b) to the extent relating to an issuer downgrade or the expiration of such letter of credit, officersany drawing thereunder (including interest accruing thereon); PROVIDED THAT, employeesin the event that the Facility Lease is terminated in accordance with its terms, agents or servantsthen the applicable Indemnitee shall refund to Xxxxx City any amounts on deposit in the Debt Service Reserve Account up to a maximum of those amounts previously paid by Xxxxx City prior to the termination of the Facility Lease as Supplemental Rent pursuant to this Section 10.1(a)(xiii)(b); (xiv) any and all fees, including interest accruing thereon, with respect to the Debt Service Reserve Letter of Credit, payable to such letter of credit issuer in excess of the Base DSRLC Costs; provided, however, that in no event shall the Facility Lessee be liable for Claims pursuant to this clause (xiv) for any amounts that are in excess of that amount which, when added to the Basic Lease Rent, together with all rent payable under the Facility Site Sublease, discounted at the Discount Rate, causes the present value to not satisfy the ninety percent (90%) test for operating lease treatments described in SECTION 4.16.

Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject Subject to the exclusions stated in Section 7.2(dparagraph (b) below, the Facility Lessee agrees to indemnify, protect, defend and hold harmless harmless, and does hereby indemnify the Owner Participant, the Owner Lessor, the Equity Investor, the Equity Subsidiary Holding Company, the Equity Subsidiary, the Trust Company, the Lessor Manager, the Lease Indenture Company in its individual capacity, the Lease Indenture Trustee, the Pass Through Company in its individual capacity and the Pass Through Trustee, and their respective Affiliates, successors, assigns, agents, members, partners, directors, officers or employees (each Indemnified Person on an After-Tax Basis "Indemnitee") against any and all Claims directly (including Claims under Environmental Laws) (whether or indirectly not any of the transactions contemplated by the Operative Documents are consummated) imposed on, incurred or suffered by or asserted against any Indemnitee in any way relating to or resulting from or arising out of or alleged to result from or arise out of (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.2(g)):attributable to: (i) this Agreement or any other Operative Agreement or any Partnership Document or any of the transactions contemplated hereby or thereby or any Unit or Pledged Unit or other Collateral or the construction, financing, refinancing, acquisition, operation, warranty, ownership, possession, maintenance, repair, lease, operationcondition, possessionalteration, modification, improvementrestoration, abandonmentrefurbishing, usereturn, non-usepurchase, maintenancesale or other disposition, leaseinsuring, sublease, substitution, control, repair, storage, alteration, transfer or other application use or disposition, return, overhaul, testing, servicing, replacement non-use of the Facility or registration the Facility Site or any Component or any portion of any Unit or Pledged Unit (including, without limitation, injury, death or property damage of passengers, shippers or others, environmental control, noise and pollution regulations, or the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (including, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, thereof or any of the commodities, items or materials from time to time contained in any Unit or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit or any other circumstances in connection with any Unit or Pledged Unit or the performance of any Unit or Pledged Unit or any risks relating theretointerest therein; (ii) the construction, conduct of the business or affairs of the Facility Lessee; (iii) the manufacture, financing, refinancing, design, purchase, acceptance, rejection, delivery, non-delivery or condition of any Unit of, or improvement to, the Facility or the Facility Site or any Pledged Unit (including, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement); (iii) any act or omission (whether negligent or otherwise) or any breach of or failure to perform or observeComponent, or any other non-compliance with, portion of any covenant, condition or agreement to be performed by, or other obligation of, the Lessee thereof or any Affiliate of the Lessee under any of the Operative Agreements or Partnership Documents, or the falsity of any representation, warranty or certification of the Lessee or any Affiliate of the Lessee in any of the Operative Agreements or Partnership Documents to which it is a party or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith other than representations and warranties in the Tax Indemnity Agreementinterest therein; (iv) the offerOwners Agreement, sale the Facility Lease, or any other Operative Documents, the execution or delivery thereof or the performance, enforcement, or amendment of any Equipment Notes or Pass Through Certificates or any interest in the Trust Estate or in connection with a refinancing in accordance with the terms hereof; andthereof; (v) any violation Environmental Condition or related impact of the Facility or the Facility Site or any Component or portion thereof; (vi) the reasonable costs and expenses of each Indemnitee in connection with amendments or supplements to the Operative Documents (x) requested by the Facility Lessee, (y) while a Lease Event of Default is continuing, or (z) to which none of the Indemnitee or its Affiliates is a party (unless such Conemaugh Participation Agreement 55 61 amendment or supplement has been requested by or on behalf of such Indemnitee or its Affiliates); (vii) the offer, issuance, sale, acquisition of the Lessor Notes, the Certificates, any Additional Lessor Notes and additional Certificates or any refinancing thereof; (viii) the imposition of any lawLien other than, rulewith respect to a particular Indemnitee, regulation a Lien arising by or order through such Indemnitee (or its agents, employees, servants or Affiliates) that is prohibited under the terms of the Operative Documents; (ix) any violation by, or liability relating to, the Facility Lessee or the Facility of, or under, any Applicable Law, whether now or hereafter in effect (including Environmental Laws), or any action of any Governmental Entity or other Person taken with respect to the Facility or the Facility Site, the Operative Documents or the interests of the Owner Participant or the Lease Indenture Trustee under the Operative Documents or the presence, use, storage, transportation, treatment or manufacture of any Hazardous Substance in, at, under or from the Facility or the Facility Site; (x) the non-performance or breach by the Facility Lessee of any obligation contained in any Operative Document or the falsity or inaccuracy of any representation or warranty of the Facility Lessee in any Operative Document; (xi) the continuing fees (if any) and expenses of the Lessor Manager, the independent director of the Owner Participant, the Lease Indenture Trustee and the Pass Through Trustee (including the reasonable fees and expenses of counsel, accountants and other professional persons) arising out of discharge of their respective duties under or in connection with the Operative Documents; (xii) in any other way relating to the transactions contemplated by the Operative Documents or the Owners Agreement; and (xiii) any breach by the Owner Lessor of its covenants under Section 7.8 (other than the fourth sentence thereof (unless such transfer is to the Facility Lessee or any Affiliate Affiliate)) during the time period prior to the expiration or earlier termination of Lessee or any Sublessee or any Pledged Equipment Lessee or any the Facility Lease Term and the return of their respective directors, officers, employees, agents or servantspossession of the Facility Interest under Section 5 of the Facility Lease unless such breach is as a result of a breach by the Owner Lessor of its covenant under Section 4.2 of the Facility Lease.

Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject Subject to the exclusions stated in ------------------ Section 7.2(d9.1(b) below, Lessee agrees to indemnifythe Company hereby indemnifies the Pass Through Trustees, protectLease Indenture Trustee, defend the Owner Lessor, the Lessor Manager, the Trust Company, the Equity Investor and hold the Owner Participant, their respective Affiliates and their respective agents, employees, servants, directors, members, shareholders (each an "Indemnitee") for, holds each such Indemnitee harmless ---------- from, and defends each Indemnified Person on an After-Tax Basis such Indemnitee against, all Claims that may be imposed on, incurred or suffered by or asserted against Claims directly or indirectly resulting from or such Indemnitee in any way arising out of, in connection with, or relating to, any of or alleged to result from or arise out of (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.2(g)):the following: (i) this Agreement or any other Operative Agreement or any Partnership Document or any the construction, financing (including the offering of the transactions contemplated hereby or thereby or any Unit or Pledged Unit or other Collateral or the Certificates), refinancing, acquisition, ownership, lease, operation, possession, modification, improvement, abandonment, use, non-use, warranty, ownership, possession, maintenance, repair, lease, sublease, substitution, control, repair, storagecondition, alteration, transfer or other application or dispositionmodification, restoration, refurbishing, return, overhaulpurchase, testingsale or other disposition, servicinginsuring, replacement or registration of any Unit or Pledged Unit (including, without limitation, injury, death or property damage of passengers, shippers or others, environmental control, noise and pollution regulationssublease, or the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (including, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms other use of the Lease or Facility, the Collateral Agency AgreementFacility Site, as applicablethe Shared Facilities, the Ground Interest, the Retained Assets or any of the commodities, items or materials from time to time contained in any Unit or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit Component or any other circumstances in connection with any Unit or Pledged Unit or the performance of any Unit or Pledged Unit portion thereof or any risks relating theretointerest therein; (ii) the construction, conduct of the business or affairs of the Company at or in connection with the Facility or the Shared Facilities; (iii) the manufacture, financing, refinancing, design, purchase, acceptance, rejection, delivery, non-delivery or condition of any Unit of, or improvement to, the Facility, the Facility Site, the Shared Facilities, the Retained Assets or any Pledged Unit (including, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement); (iii) any act or omission (whether negligent or otherwise) or any breach of or failure to perform or observeComponent, or any other non-compliance with, portion of any covenant, condition or agreement to be performed by, or other obligation of, the Lessee thereof or any Affiliate of the Lessee under any of the Operative Agreements or Partnership Documents, or the falsity of any representation, warranty or certification of the Lessee or any Affiliate of the Lessee in any of the Operative Agreements or Partnership Documents to which it is a party or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith other than representations and warranties in the Tax Indemnity Agreementinterest therein; (iv) the offerFacility Lease, sale the Site Lease, the Site Sublease, or delivery any other Operative Document, or the performance or enforcement of any Equipment Notes terms thereof or any Facility Agreement or the Collective Bargaining Agreement; (v) the Environmental Condition of the Facility, the Retained Assets, the Shared Facilities, the Facility Site or any portion or Component thereof; (vi) the reasonable costs and expenses of each Indemnitee in connection with any amendment, supplement, modification to, or any waiver to the Operative Documents (whether or not actually entered into); (vii) the imposition of any Lien other than with respect to a particular Indemnitee, a Lien arising by or through such Indemnitee or a Related Party (or any of their agents, employees, servants or Affiliates) that is prohibited under the terms of the Operative Documents; (viii) any violation by, or liability relating to, the Company of, or under, any Applicable Law, whether now or hereafter in effect (including Environmental Laws) or any action of any Governmental Entity or other Person taken with respect to such Facility or Facility Site, the Operative Documents, the Retained Assets, the Shared Facilities, or the interests of the Lease Indenture Trustee, Owner Lessor or Owner Participant under the Operative Documents or the presence, or use, storage, transportation, treatment, disposal, generation or manufacture of any Hazardous Substance in, at, under or from the Facility, the Shared Facilities or the Facility Site; (ix) the non-performance or breach by the Company or the Lessee Guarantor of any obligation contained in this Agreement or any other Operative Document or the falsity or inaccuracy of any representation or warranty of the Company or the Lessee Guarantor contained in this Agreement or any other Operative Document; (x) the continuing fees (if any) and expenses of the Lessor Manager, the Lease Indenture Trustee and the Pass Through Certificates or any interest in Trustees (including the Trust Estate reasonable fees and expenses of their respective counsel, accountants and other professional persons) arising out of the discharge of their respective duties under or in connection with a refinancing the Operative Documents and, to the extent reasonably necessary or appropriate in accordance connection with the terms hereofcompliance by the Owner Lessor or Owner Participant with the applicable covenants regarding separateness in Section 9 of the LLC Agreement, the expenses of the Owner Lessor and the Owner Participant (including, with respect to the Owner Lessor, the cost of any independent manager in connection therewith); and (vxi) in any violation of any lawother way relating to the Facility, rulethe Retained Assets, regulation the Ground Interest or order the Facility Site as contemplated by the Lessee or any Affiliate of Lessee or any Sublessee or any Pledged Equipment Lessee or any of their respective directors, officers, employees, agents or servantsOperative Documents.

Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject Subject to the exclusions stated in Section 7.2(dparagraph (b) below, Lessee agrees to indemnify, protect, defend and hold harmless each Indemnified Person on an After-Tax Basis Basis, and does hereby indemnify each Lessee Indemnitee against any and all Claims directly imposed on, incurred or indirectly suffered by or asserted against such Indemnitee in any way relating to or resulting from or arising out of or alleged to result from or arise out of (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.2(g)):attributable to: (i) this Agreement or any other Operative Agreement or any Partnership Document or any of the transactions contemplated hereby or thereby or any Unit or Pledged Unit or other Collateral or the acquisitionpurchase, ownershipacceptance, leaserejection, maintenance, possession, use, operation, possessionreturn, modification, improvement, abandonment, use, non-use, maintenance, lease, sublease, substitution, control, repair, storage, alteration, transfer or other application or disposition, return, overhaul, testing, servicing, replacement delivery or registration of any Unit or Pledged Unit (including, without limitation, injury, death or property damage of passengers, shippers or others, environmental control, noise and pollution regulationscondition of, or improvement to, the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (including, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, Leased Equipment or any of the commodities, items or materials from time to time contained in any Unit or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit part thereof or any other circumstances in connection with any Unit or Pledged Unit or the performance of any Unit or Pledged Unit or any risks relating theretointerest therein; (ii) the constructionLease, manufacturethe Guaranty or any other Basic Document, financingthe execution or delivery thereof or the performance, refinancingenforcement, designattempted enforcement or amendment, purchase, acceptance, rejection, delivery, non-delivery supplement or condition modification of any Unit terms thereof, or any Pledged Unit (including, without limitation, latent and other defects, whether the transactions contemplated thereby or not discoverable, and any claim for patent, trademark or copyright infringement)resulting therefrom; (iii) the reasonable costs and expenses of any act Lessee Indemnitee in connection with amendments or omission supplements to the Basic Documents requested or consented to by Lessee or required or necessary as a result of an Event of Default; (whether negligent iv) the non-performance or otherwise) breach by Lessee or Guarantor of any breach of or failure to perform or observe, obligation contained in this Agreement or any other non-compliance with, any covenant, condition or agreement to be performed by, or other obligation of, the Lessee or any Affiliate of the Lessee under any of the Operative Agreements or Partnership Documents, Basic Document or the falsity or inaccuracy of any representation, warranty or certification obligation of the Lessee or any Affiliate of the Lessee Guarantor contained in any of the Operative Agreements or Partnership Documents to which it is a party or in any document or certificate delivered by the Lessee this Agreement or any Affiliate of the Lessee in connection therewith other than representations and warranties in the Tax Indemnity AgreementBasic Document; (ivv) the offer, sale or delivery imposition of any Equipment Notes Lien other than, with respect to a particular Indemnitee (or Pass Through Certificates a Related Party), a Lien arising by or through such Indemnitee that is prohibited by the terms of this Agreement or any other Basic Document; (vi) any violation by, or liability relating to, the Lessee of, or under, any Applicable Law, whether now or hereafter in effect (other than any Environmental Law), or any action of any Governmental Authority or other Person taken with respect to the Leased Equipment, the Basic Documents or the interest in of any Indemnitee under the Trust Estate Basic Documents; (vii) the continuing fees (if any) and expenses of the Lessor and the Trustee (including the reasonable compensation and expenses of their counsel, accountants and other professional persons) arising out of the Lessor's or Trustee's discharge of their respective duties under or in connection with a refinancing the Basic Documents; (viii) the continuing fees (if any) and expenses of the Agent, the Collateral Agent, the Depositary Bank, the Noteholders and the Investors (including the reasonable compensation and expenses of their counsel, accountants and other professional persons) arising out of the discharge of their respective duties under or in accordance connection with the terms hereofBasic Documents; (ix) the payment of any amount, the incurrence of any liability or the performance of any obligation by, or the setoff against any accounts or moneys of, the Lessor pursuant to SECTION 4.3, Section 4.5, SECTION 4.6 and SECTION 4.10; and (vx) in any violation of any law, rule, regulation or order other way relating to the transactions contemplated by the Lessee or any Affiliate of Lessee or any Sublessee or any Pledged Equipment Lessee or any of their respective directors, officers, employees, agents or servantsBasic Documents.

Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject Subject to the exclusions stated in Section 7.2(dparagraph (b) below, Lessee Oglethorpe agrees to indemnify, protect, defend and hold harmless harmless, and does hereby indemnify the Co-Trustee, the Georgia Trust Company in its individual capacity, the Owner Trustee, the Non-Georgia Trust Company in its individual capacity, the Trust Estate, RMLC, the Owner Participant, the Lender and the Payment Undertaking Issuer and their respective Affiliates, successors, assigns, agents, directors, officers or employees (each Indemnified Person on an After-Tax Basis "Indemnitee") against any and all Claims directly (including Claims under Environmental Laws) of whatsoever kind and nature (whether or indirectly not any of the transactions contemplated by the Operative Documents are 45 consummated) imposed on, incurred or suffered by or asserted against any Indemnitee in any way relating to or resulting from or arising out of or alleged to result from or arise out of (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.2(g)):attributable to: (i) this Agreement or any other Operative Agreement or any Partnership Document or any of the transactions contemplated hereby or thereby or any Unit or Pledged Unit or other Collateral or the construction, financing, refinancing, acquisition, operation, warranty, ownership, possession, maintenance, repair, lease, operationcondition, possessionalteration, modification, improvementrestoration, abandonmentrefurbishing, usereturn, non-usepurchase, maintenancesale or other disposition, leaseinsuring, sublease, substitution, control, repair, storage, alteration, transfer or other application use or dispositionnon-use of the Facility, returnthe Undivided Interest, overhaul, testing, servicing, replacement the Ground Interest or registration Component or any portion of any Unit or Pledged Unit (including, without limitation, injury, death or property damage of passengers, shippers or others, environmental control, noise and pollution regulations, or the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (including, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, thereof or any of the commodities, items or materials from time to time contained in any Unit or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit or any other circumstances in connection with any Unit or Pledged Unit or the performance of any Unit or Pledged Unit or any risks relating theretointerest therein; (ii) the construction, conduct of the business or affairs of Oglethorpe and the Facility and the Rocky Mountain Site; (iii) the manufacture, financing, refinancing, design, purchase, acceptance, rejection, delivery, non-delivery or condition of, or improvement to, the Facility, the Undivided Interest, the Rocky Mountain Site, the Ground Interest, or any Component, or any portion of any Unit thereof or any Pledged Unit (including, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement)interest therein; (iiiiv) any act or omission (whether negligent or otherwise) or any breach of or failure to perform or observethe Ground Lease, the Head Lease, the Facility Sublease, the Ground Sub-sublease, the Rocky Mountain Agreements, the Oglethorpe Mortgage, or any other non-compliance withTransaction Document, the execution or delivery thereof or the performance, enforcement, attempted enforcement or amendment of any covenantterms thereof, condition or agreement the transactions contemplated thereby or resulting therefrom; (v) the offer, issuance, sale, acquisition or delivery of the Loan Certificate or any refinancing thereof pursuant to be performed Section 15 hereof or the provision of Acceptable Substitute Credit Protection; (vi) the reasonable costs and expenses of the Transaction Parties in connection with amendments or supplements to the Transaction Documents or in connection with defaults under such Transaction Documents other than defaults in consequence of the acts or omissions of RMLC; (vii) the imposition of any Lien other than a Facility Lessor's Lien or an Owner Participant's Lien; (viii) any violation by, or other obligation liability relating to, Oglethorpe of, or under, any Applicable Law, whether now or hereafter in effect (including those relating to the Lessee environment), or any Affiliate action of any Governmental Entity or other Person taken with respect to the Facility or the Rocky Mountain Site, the Transaction Documents or the interests of the Lessee Trustees or the Owner Participant under the Transaction Documents or the presence, use, storage, transportation, treatment or manufacture of any Hazardous Substance in, at, under or from the Facility or the Rocky Mountain Site; (ix) the non-performance or breach by Oglethorpe of the Operative Agreements any obligation contained in this Agreement or Partnership Documents, any other Transaction Document or the falsity or inaccuracy of any representation, warranty or certification obligation of the Lessee Oglethorpe contained in this Agreement or any Affiliate of the Lessee in any of the Operative Agreements or Partnership Documents to which it is a party or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith other than representations and warranties in the Tax Indemnity AgreementTransaction Document; (ivx) the offercontinuing fees (if any) and expenses of the Co-Trustee and the Owner Trustee (including the reasonable compensation and expenses of its counsel, sale accountants and other professional persons) arising out of the Co-Trustee's or delivery the Owner Trustee's discharge of any Equipment Notes or Pass Through Certificates or any interest in the Trust Estate its duties under or in connection with the Transaction Documents (other than the Facility Lease, the Ground Sublease, the Rocky Mountain Agreements Re-assignment, the Payment Undertaking Pledge Agreement and the Equity Funding Pledge Agreement); (xi) for the benefit of any Lender only, a refinancing breach of Section 5.1 or 6.4 hereof resulting from the transfer of the Beneficial Interest or the Trust Estate to a Person that is not a "United States person" within the meaning of section 7701(a)(30) of the Code; (xii) for the benefit of any Lender only, a breach by the Owner Participant of its representation in accordance paragraph (g) of Section 3.3; (xiii) any action by Georgia Power or any other Person as tenant-in-common in the Facility and the Rocky Mountain Site or the Facility Operator or otherwise in connection with any transactions contemplated by the terms hereofTransaction Documents and the Rocky Mountain Agreements; (xiv) the establishment or maintenance of the Qualifying Surety Bonds, any Qualifying Letter of Credit replacing a Qualifying Surety Bond or the Additional Qualifying Security or any substitution or replacement therefor; and (vxv) any violation of any law, rule, regulation or order by the Lessee FERC License (or any Affiliate of Lessee renewals thereof) including any obligations imposed by FERC in connection with the Facility or any Sublessee the Rocky Mountain Site. (xvi) in case such Indemnitee is a Trustee or any Pledged Equipment Lessee or any of their respective directorsthe Lender, officers, employees, agents or servantsall costs and expenses incurred with respect to the Loan Agreement and the Collateral and the Property all amounts payable under the Loan Agreement except principal and interest payable under the Loan Certificate.

Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject to the exclusions stated in Section 7.2(d) below, Lessee agrees to indemnify, protect, defend and hold harmless each Indemnified Person on an After-Tax Basis against Claims directly or indirectly resulting from or arising out of or alleged to result from or arise out of (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.2(g)): (i) this Agreement or any other Operative Agreement or any Partnership Document or any of the transactions contemplated hereby or thereby or any Unit or Pledged Unit or other Collateral or the acquisition, ownership, lease, operation, possession, modification, improvement, abandonment, use, non-use, maintenance, lease, sublease, substitution, control, repair, storage, alteration, transfer or other application or disposition, return, 69 overhaul, testing, servicing, replacement or registration of any Unit or Pledged Unit (including, without limitation, injury, death or property damage of passengers, shippers or others, environmental control, noise and pollution regulations, or the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (including, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or any of the commodities, items or materials from time to time contained in any Unit or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit or any other circumstances in connection with any Unit or Pledged Unit or the performance of any Unit or Pledged Unit or any risks relating thereto; (ii) the construction, manufacture, financing, refinancing, design, purchase, acceptance, rejection, delivery, non-delivery or condition of any Unit or any Pledged Unit (including, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement); (iii) any act or omission (whether negligent or otherwise) or any breach of or failure to perform or observe, or any other non-compliance with, any covenant, condition or agreement to be performed by, or other obligation of, the Lessee or any Affiliate of the Lessee under any of the Operative Agreements or Partnership Documents, or the falsity of any representation, warranty or certification of the Lessee or any Affiliate of the Lessee in any of the Operative Agreements or Partnership Documents to which it is a party or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith other than representations and warranties in the any Tax Indemnity Agreement; (iv) the offer, sale or delivery of any Equipment Notes or Pass Through Certificates or any interest in the Trust Estate or in connection with a refinancing in accordance with the terms hereof; and (v) any violation of any law, rule, regulation or order by the Lessee or any Affiliate of Lessee or any Sublessee or any Pledged Equipment Lessee or any of their respective directors, officers, employees, agents or servants.

Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject Subject to the exclusions stated in Section 7.2(dparagraph (b) below, Lessee Old Dominion agrees to indemnify, protect, defend and hold harmless harmless, and does hereby indemnify the Owner Trustee, the Trust Company in its individual capacity, the Trust Estate, the Owner Participant, any Lender and the Agent and their respective Affiliates successors, assigns, agents, directors, officers or employees (each Indemnified Person on an After-Tax Basis "Indemnitee") against any and all Claims directly imposed on, incurred by or indirectly asserted against any Indemnitee in any way relating to or resulting from or arising out of or alleged to result from or arise out of (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.2(g)):attributable to: (i) this Agreement or any other Operative Agreement or any Partnership Document or any of the transactions contemplated hereby or thereby or any Unit or Pledged Unit or other Collateral or the construction, financing, refinancing, acquisition, operation, warranty, ownership, possession, maintenance, repair, lease, operationcondition, possessionalteration, modification, improvementrestoration, abandonmentrefurbishing, usereturn, non-usedecommissioning, maintenancesale or other disposition, leaseinsuring, sublease, substitution, control, repair, storage, alteration, transfer or other application use or dispositionnon-use of Clover Unit 1, returnthe Real Property, overhaulthe Equipment Interest, testingthe Foundation Interest, servicing, replacement or registration of any Unit or Pledged Unit the Ground Interest (including, without limitation, injury, death or property damage of passengers, shippers or others, environmental control, noise and pollution regulationsif applicable), or the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (including, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicableLessor's Unit 1 Interest, or any of the commodities, items portion or materials from time to time contained in any Unit or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit Component thereof or any other circumstances in connection with any Unit or Pledged Unit or the performance of any Unit or Pledged Unit or any risks relating theretointerest therein; (ii) the construction, conduct of the business or affairs of Old Dominion or Clover Unit 1; (iii) the manufacture, financing, refinancing, design, purchase, acceptance, rejection, delivery, non-delivery or condition of any of, or improvement to, Clover Unit 1, the Equipment Xxxxxest or the Foundation Interest, Ground Interest (if applicable), or any Pledged Unit portion or Component thereof or any interest therein; (iv) the Equipment Head Lease, the Equipment Operating Lease, the Foundation Head Lease, the Foundation Operating Lease, the Pollution Control Assets Lease, the Clover Agreements (including, without limitation, latent and any claims arising out of any consent by, or right of first refusal of, Virginia Power or supplements or amendments to the Clover Agreements made without the consent of the Owner Trustee), the Old Dominion Indenture or any other defectsOperative Document, whether the execution or not discoverabledelivery thereof or the performance, and enforcement or amendment of any claim for patent, trademark or copyright infringement)terms thereof; (iiiv) any act or omission (whether negligent or otherwise) the sale of the Loan Certificates or any refinancing thereof pursuant to Section 10 hereof; (vi) the establishment or maintenance of the Qualifying Security, the Qualifying Letter of Credit or the Deposit; (vii) the reasonable costs and expenses of the Transaction Parties in connection with amendments to the Operative Documents; (viii) the non-performance or breach by Old Dominion of any obligation or failure to perform or observe, warranty contained in this Agreement or any other non-compliance with, any covenant, condition or agreement to be performed by, or other obligation of, the Lessee or any Affiliate of the Lessee under any of the Operative Agreements or Partnership Documents, Document or the falsity of any representation, warranty or certification representation of Old Dominion contained in the Lessee Agreement or any Affiliate of the Lessee in any of the other Operative Agreements or Partnership Documents to which it is a party or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith other than representations and warranties in the Tax Indemnity AgreementDocument; (ivix) the offercontinuing fees and expenses of the Owner Trustee (including the reasonable compensation and expenses of its counsel, sale or delivery accountants and other professional persons) arising out of the Owner Trustee's discharge of its duty under the Operative Documents; (x) for the benefit of any Equipment Notes Lender and the Agent only, a breach of Section 5.1 or Pass Through Certificates 6.4 hereof resulting from the transfer of the Beneficial Interest or any interest in the Trust Estate to a Person that is not a "United States person" within the meaning of section 7701(a)(30) of the Code; (xi) for the benefit of the Owner Participant and the Owner Trustee only, any breach by a Lender of Section 3.4(a)(i) hereof, resulting in the occurrence of a non-exempt "prohibited transaction" (within the meaning of Section 406 of ERISA or Section 4975 of the Code) in connection with a refinancing the acquisition or holding of any Loan Certificate by any such Lender; (xii) the payment of all amounts provided for in accordance with Section 15.3(c) of the terms hereofEquipment Operating Lease; and (vxiii) any violation the payment of any law, rule, regulation or order Break Costs occasioned by the Lessee or any Affiliate replacement of Lessee or any Sublessee or any Pledged Equipment Lessee or any the Payment Undertaking Agreement pursuant to Section 11(A) of their respective directors, officers, employees, agents or servantsthe Participation Agreement.

Claims Indemnified. Whether or not any Unit is accepted under the LeaseThe Lessee will assume all liability for, or the Closing occursdefend, hold harmless, and subject to indemnify the exclusions stated OP Guarantor, the Owner Participant, the Lessor, the Trust Company (in Section 7.2(d) belowits individual capacity and acting as Owner Trustee), Lessee agrees to indemnifythe Pass Through Trustee, protectthe Pass Through Trust Company, defend the Indenture Trustee, the Indenture Trust Company, the Account Bank and hold harmless each their respective Affiliates and the officers, directors, employees and agents thereof (each, an “Indemnified Person Party” and, collectively, the “Indemnified Parties”), on an After-Tax Basis Basis, from and against any and all Claims directly which may be imposed on, incurred by or indirectly resulting from asserted against any of the Indemnified Parties attributable to, arisingout of, in connection with, or arising out relating to any of the following acts, events or alleged to result from circumstances, whether actual or arise out of (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.2(g)):Alleged: (i) this Agreement or any other Operative Agreement or any Partnership Document or any of the transactions contemplated hereby or thereby or any Unit or Pledged Unit or other Collateral or the Any Lessee Person’s construction, financing, refinancing, acquisition, ownership, lease, operation, possession, modification, improvement, abandonment, use, non-use, maintenance, lease, sublease, substitution, control, repair, storage, alteration, transfer or other application or disposition, return, overhaul, testing, servicing, replacement or registration of any Unit or Pledged Unit operation (including, without limitation, injuryprocurement, death or property damage transportation and storage of passengerssupplies and use, shippers or othersstorage, environmental control, noise and pollution regulations, or the presence, dischargetransportation, treatment, storagerelease or disposal or manufacture of hazardous substances or other emissions such as without limitation CO2, handlingNOX or SO2 or mercury or particulate matter), generationwarranty, disposalownership, spillagepossession, releasemaintenance, escape of repair, lease, alteration, return, sale or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (includingother disposition, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or any of the commodities, items or materials from time to time contained in any Unit or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit or any other circumstances in connection with any Unit or Pledged Unit or the performance of any Unit or Pledged Unit or any risks relating thereto; (ii) the constructioninsuring, manufacture, financing, refinancing, design, purchase, acceptance, rejection, delivery, non-delivery, sublease, rental, preparation, installation, modification, improvement, restoration, refurbishment, remediation, substitution, non-use, registration, transportation, transfer of title, abandonment, importation, exportation, retirement, storage, regulation of access, securing or other use (or misfeasance (by action, inaction, non-performance, breach or otherwise), malfeasance or negligence in connection with any thereof) (collectively, “Use”) of the Generating Station, the Facility, the Facility Site, the Ancillary Facilities, or any portion or component thereof or interest therein(including, without limitation, the Undivided Interest); (ii) The conduct of the business or affairs of any Lessee Person attributable to, arising out of, in connection with, or relating to the Generating Station, the Facility, the Facility Site, the Ancillary Facilities, or any portion or component thereof or interest therein (including, without limitation, the Undivided Interest); (iii) Any Environmental Laws, Hazardous Substances, any Permit, any Governmental Approval, the Consent Decree or any administrative consent order and agreement with any Governmental Entity, any actual or alleged injury or threat of injury to human health, safety, natural resources or the environment or any present or future Environmental Condition at, or resulting from or relating to any Lessee Person’s Use of, the Generating Station, the Facility, the Facility Site, the Ancillary Facilities, or any portion or component thereof or interest therein (including, without limitation, the Undivided Interest) (each an “Environmental Claim”); (iv) Any Lessee Person’s breach of, or negligence with respect to, the performance of its obligations under the Facility Lease, the Site Sublease or any other Operative Document or the Operating Agreement; or the inaccuracy of any representation or warranty made by any Lessee Person in any Operative Document or the Operating Agreement; (v) Any Lessee Person’s action or failure to act, negligence, breach, misstatement of material facts or omission to state material facts, or violation of Applicable Law in connection with, or relating to, the offer, issuance, sale or acquisition of the Lease Debt(or any refinancing thereof) or of the Pass Through Certificates; (vi) The execution, delivery or performance or non-performance of any of the terms of any Operative Document or the Operating Agreement by any Lessee Person; or the enforcement or attempted enforcement of any of the terms of any Operative Document or the Operating Agreement against any Lessee Person; (vii) The condition of any Unit the Generating Station, the Facility, the Facility Site, the Ancillary Facilities, or any Pledged Unit portion or component thereof or interest therein(including, without limitation, the Undivided Interest) prior to the commencement of the Lease Term, or as a result of or arising out of, any Lessee Person’s Use thereof, or any accident in connection therewith (including, without limitation, latent and other defects, whether or not discoverable, whether preexisting or not and any claim Claim for patent, trademark or copyright infringement); (iiiviii) The imposition of any act or omission (whether negligent or otherwise) or any breach of or failure to perform or observeLien on the Generating Station, the Facility, the Facility Site, the Ancillary Facilities, or any other non-compliance withportion or component thereof or interest therein (including, without limitation, the Undivided Interest) by or through any covenant, condition Lessee Person or agreement to be performed by, or other obligation arising as a result of, the Lessee or any Affiliate of the Lessee under any of the Operative Agreements or Partnership Documents, or the falsity of any representation, warranty or certification of the Lessee or any Affiliate of the Lessee in any of the Operative Agreements or Partnership Documents relating to which it is a party or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith other than representations and warranties in the Tax Indemnity Agreement; (iv) the offer, sale or delivery of any Equipment Notes or Pass Through Certificates or any interest in the Trust Estate or in connection with any Lessee Person’s Use of the Generating Station, the Facility, the Facility Site, the Ancillary Facilities, or any portion or component thereof or interest therein (including, without limitation, the Undivided Interest); or the enforcement of any agreement, restriction or legal requirement arising as a refinancing result of, relating to or in accordance connection with any Lessee Person’s Use of the Generating Station, the Facility, the Facility Site, the Ancillary Facilities, or any portion or component thereof or interest therein (including, without limitation, the Undivided Interest); (ix) A disposition of the Undivided Interest and the Lessor’s interests under the Operative Documents or the Operating Agreement or any part thereof in connection with a Lease Event of Default or an Event of Loss; or other remedies or actions in conjunction with a Lease Event of Default(or an event which with notice or lapse of time or both would become a Lease Event of Default) or an Event of Loss; (x) The Consent Decree (including, without limitation, as a result of the OP Guarantor, the Owner Participant or the Lessor becoming a party to the Consent Decree); or the validity, execution, delivery or performance or non-performance, or enforcement or attempted enforcement, of any of the terms thereof; or any obligations, claims or liability thereunder; or any proceeding or other actions relating thereto; or any amendment, supplement or modification thereto; or any waiver of any terms thereof; (xi) Any violation of, or liability or obligation relating to, Applicable Law, whether now or hereafter in effect (including, without limitation, Environmental Laws, any Permits, any Governmental Approvals, the Consent Decree or any other administrative or judicial orders, agreements or decrees by, with or of any Governmental Entity), arising as a result of, relating to or in connection with any Lessee Person’s Use of the Generating Station, the Facility, the Facility Site, the Ancillary Facilities, or any portion or component thereof or interest therein (including, without limitation, the Undivided Interest); or any action of any Governmental Entity or other person taken with respect to such violation of law or such liability or such obligation, or otherwise in connection with, or relating to, any Lessee Person’s Use of the Generating Station, the Facility, the Facility Site, the Ancillary Facilities, or any portion or component thereof or interest therein (including, without limitation, the Undivided Interest) or the interests of the OP Guarantor, the Owner Participant, the Lessor, the Indenture Trustee, the Pass Through Trustee or the Account Bank under the Operative Documents or the Operating Agreement; or the presence, use, storage, transportation, treatment, disposal, arrangement for or permitting the disposal, handling or manufacture of any Hazardous Substance in, at, under or from the Generating Station, the Facility, the Facility Site, the Ancillary Facilities, or any portion or component thereof or interest therein (including, without limitation, the Undivided Interest) that relates to, or arises out of, any Lessee Person’s current or prior Use of, or prior ownership of, the Generating Station, the Facility, the Facility Site or the Ancillary Facilities; (xii) Any act, event or circumstance that imposes strict liability or similar “no-fault” liability on any Lessee Person arising out of, relating to or in connection with the terms hereofGenerating Station, the Facility, the Facility Site, the Ancillary Facilities, or any portion or component thereof or interest therein (including, without limitation, the Undivided Interest) (regardless of whether other persons are also strictly liable or subject to such similar “no fault” liability); andor (vxiii) any violation Subject to clause (g) of any lawthis Section 9.1, rule, regulation or order otherwise as a result of the transactions contemplated by the Lessee Operative Documents or any Affiliate of Lessee or any Sublessee or any Pledged Equipment Lessee or any of their respective directors, officers, employees, agents or servantsa Transaction Party’s participation in the contemplated transactions.

Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject Subject to the exclusions stated in Section 7.2(dsubsection (4) below, whether or not any of the transactions contemplated hereby shall be consummated, the Lessee agrees to indemnify, protect, defend and hold harmless each Indemnified Person on an After-Tax Basis each Indemnitee against Claims directly or indirectly in any way resulting from or arising out of or alleged to result from or arise out of (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.2(g)): (i) this Agreement the Operative Documents, the Pass Through Trust Documents or any other Operative Agreement sublease under the Lease or the enforcement of any of the terms thereof, or any Partnership Document amendment, modification or waiver in respect thereof or any of the transactions contemplated hereby or thereby thereby, (ii) the purchase, acceptance or rejection of the Aircraft including, without limitation, the Airframe, any Engine, engine or Part (or any Unit portion thereof) hereunder, (iii) the manufacture, design, purchase, resale, acceptance, non-acceptance or Pledged Unit rejection of the Aircraft hereunder or other Collateral under the Lease, (iv) the Aircraft, whether or not arising out of the acquisitionownership, ownershipdelivery, non-delivery, lease, operationsublease, possession, modification, improvement, abandonment, use, non-use, maintenancesubstitution, leaseairworthiness, sublease, substitutionstate of airworthiness, control, maintenance, repair, replacement, operation, registration, re-registration, condition, sale, storage, modification, alteration, return, transfer or other application disposition of the Aircraft, the Airframe, any Engine, any engine installed on the Airframe, any Part or disposition, return, overhaul, testing, servicing, replacement any Passenger Convenience Equipment (or registration of any Unit or Pledged Unit portion thereof) (including, without limitation, injury, any death or property damage of passengers, shippers injury to passengers or others, environmental control, noise and pollution regulations, or the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to any property, the environment (including, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or any of the commodities, items or materials from time to time contained in any Unit or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit or any other circumstances in connection with any Unit or Pledged Unit or the performance of any Unit or Pledged Unit or any risks relating thereto; (ii) the construction, manufacture, financing, refinancing, design, purchase, acceptance, rejection, delivery, non-delivery or condition of any Unit or any Pledged Unit (including, without limitationenvironment, latent and or other defects, whether or not discoverable, strict tort liability, and any claim Claim for patent, trademark or copyright infringement); , (iiiv) any act or omission (whether negligent or otherwise) or any breach of or failure to perform or observe, or any other non-compliance with, any covenant, condition or agreement or other obligations to be performed by, or other obligation of, the Lessee or any Affiliate of by the Lessee under any of the Operative Agreements or Partnership DocumentsDocument, or the falsity of any representation, representation or warranty or certification of the Lessee or any Affiliate of the Lessee in any of the Operative Agreements or Partnership Documents to which it the Lessee is a party or in any document sublease under the Lease or certificate delivered by the Lessee enforcement of any of the terms thereof, 19 AA-Boeing EETC-Leased Aircraft Participation Agreement or any Affiliate amendment, modification or waiver in respect thereof or any of the Lessee in connection therewith transactions contemplated hereby or thereby, other than covenants, conditions, agreements, obligations, representations and warranties in the Tax Indemnity Agreement; , or (ivvi) the offer, sale or delivery of any Equipment Notes or Pass Through Certificates or any interest in the Trust Estate or Estate. Without limitation of the foregoing, the Lessee agrees to pay the reasonable ongoing fees, and the reasonable ongoing out-of-pocket costs and expenses (including, without limitation, reasonable attorney's fees and disbursements and, to the extent payable as provided in the Indenture, reasonable compensation and expenses of the Loan Trustee's agents), of the Owner Trustee, the Loan Trustee and the Liquidity Provider in connection with a refinancing in accordance with the terms hereof; and (v) any violation of any law, rule, regulation or order transactions contemplated by the Lessee or any Affiliate of Lessee or any Sublessee or any Pledged Equipment Lessee or any of their respective directors, officers, employees, agents or servantsOperative Documents.

Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject to the exclusions stated in Section 7.2(d) below, Lessee agrees to indemnify, protect, defend and hold harmless each Indemnified Person on an After-Tax Basis against Claims directly or indirectly resulting from or arising out of or alleged to result from or arise out of (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.2(g)Person): (i) this Agreement or any other Operative Agreement or any Partnership Document Lease or any of the transactions contemplated hereby or and thereby or any Unit or Pledged Unit or other Collateral or the acquisition, ownership, lease, operation, possession, modification, improvement, abandonment, use, non-use, maintenance, lease, sublease, substitution, control, repair, rebuild, refurbishment, storage, alteration, transfer or other application or disposition, return, overhaul, testing, servicing, replacement replacement, permitting or registration or any other Governmental Authorization of any Unit or Pledged Unit (including, without limitation, injury, death or property damage of passengers, shippers or others, and environmental control, noise and pollution regulations, or the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, release or escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (including, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether assessed by any Governmental Authority or any other Person) whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicablethis Lease, or by any of the commodities, items or materials from time to time contained utilized in or processed through any Unit or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicablethis Lease, or by the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit or by any other circumstances in connection with any Unit Unit, or Pledged Unit or by the performance of any Unit or Pledged Unit or any risks relating thereto, or by any interruption of service, loss of business or anticipated profits or consequential damages; (ii) the acquisition, construction, manufacture, financing, refinancing, design, purchase, acceptance, rejection, delivery, non-delivery or condition of any Unit or any Pledged Unit (including, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement); (iii) any act or omission (whether negligent or otherwise) or any breach of or failure to perform or observe, or any other non-compliance with, any covenant, condition or agreement to be performed by, or other obligation of, the Lessee or any Affiliate of the Lessee under any of the Operative Agreements or Partnership DocumentsAgreements, or the falsity of any representation, representation or warranty or certification of the Lessee or any Affiliate of the Lessee in any of the Operative Agreements or Partnership Documents to which it is a party or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith other than representations and warranties in the Tax Indemnity Agreement;therewith; or (iv) the offer, sale or delivery of any Equipment Notes or Pass Through Certificates or any interest in the Trust Estate or in connection with a refinancing in accordance with the terms hereof; and (v) any violation of any law, rule, regulation or order by the Lessee or any Affiliate of Lessee sublessee or any Sublessee or any Pledged Equipment Lessee or any of their respective directors, officers, employees, agents or servants.

Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occursa closing occurs with respect thereto, and subject to the exclusions stated in Section 7.2(dsubsection (d) below, Lessee agrees to indemnify, protect, defend and hold harmless each Indemnified Person on an After-Tax Basis against Claims directly or indirectly resulting from or arising out of or alleged to result from or arise out of (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.2(g)):alleged (i) this Agreement or any other Operative Agreement or any Partnership Document or any of the transactions contemplated hereby or and thereby or any Unit or Pledged Unit or other Collateral or the acquisition, ownership, lease, operation, possession, modification, improvement, abandonment, use, non-use, maintenance, lease, sublease, substitution, control, repair, storage, alteration, transfer or other application or disposition, return, overhaul, testing, servicing, replacement or registration of any Unit or Pledged Unit (including, without limitation, injury, death or property damage of passengers, shippers or others, and environmental control, noise and pollution regulations, or the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, release or escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (including, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicableLease, or by any of the commodities, items or materials from time to time contained in any Unit or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicableLease, or by the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit or by any other circumstances in connection with any Unit Unit, or Pledged Unit or by the performance of any Unit or Pledged Unit or any risks relating thereto, or by any interruption of service, loss of business or anticipated profits or consequential damages; (ii) the construction, manufacture, financing, refinancing, design, purchase, acceptance, rejection, delivery, non-delivery or condition of any Unit or any Pledged Unit (including, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement); (iii) any act or omission (whether negligent or otherwise) or any breach of or failure to perform or observe, or any other non-compliance with, any covenant, condition or agreement to be performed by, or other obligation of, the Lessee or any Affiliate of the Lessee under any of the Operative Agreements or Partnership DocumentsAgreements, or the falsity of any representation, representation or warranty or certification of the Lessee or any Affiliate of the Lessee in any of the Operative Agreements or Partnership Documents to which it is a party or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith other than representations and warranties in the Tax Indemnity Agreement; (iv) the offer, sale or delivery of any Equipment Notes or Pass Through Certificates or any interest in the Trust Estate or in connection with a refinancing in accordance with the terms hereof; andEstate; (v) any violation of any law, rule, regulation or order by the Lessee or any Affiliate of Lessee sublessee or any Sublessee or any Pledged Equipment Lessee or any of their respective directors, officers, employees, agents or servants; and (vi) any transfer of Equipment Notes or Pass Through Certificates being deemed to result in a "prohibited transaction" under ERISA or the Code.

Claims Indemnified. Whether or not any Unit is accepted under the LeaseThe Lessee will assume all liability for, or the Closing occursdefend, hold harmless, and subject to indemnify the exclusions stated OP Guarantor, the Owner Participant, the Lessor, the Trust Company (in Section 7.2(d) belowits individual capacity and acting as Owner Trustee), Lessee agrees to indemnifythe Pass Through Trustee, protectthe Pass Through Trust Company, defend the Indenture Trustee, the Indenture Trust Company, the Account Bank and hold harmless each their respective Affiliates and the officers, directors, employees and agents thereof (each, an “Indemnified Person Party” and, collectively, the 43 “Indemnified Parties”), on an After-Tax Basis Basis, from and against any and all Claims directly which may be imposed on, incurred by or indirectly resulting from asserted against any of the Indemnified Parties attributable to, arisingout of, in connection with, or arising out relating to any of the following acts, events or alleged to result from circumstances, whether actual or arise out of (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.2(g)):Alleged: (i) this Agreement or any other Operative Agreement or any Partnership Document or any of the transactions contemplated hereby or thereby or any Unit or Pledged Unit or other Collateral or the Any Lessee Person’s construction, financing, refinancing, acquisition, ownership, lease, operation, possession, modification, improvement, abandonment, use, non-use, maintenance, lease, sublease, substitution, control, repair, storage, alteration, transfer or other application or disposition, return, overhaul, testing, servicing, replacement or registration of any Unit or Pledged Unit operation (including, without limitation, injuryprocurement, death or property damage transportation and storage of passengerssupplies and use, shippers or othersstorage, environmental control, noise and pollution regulations, or the presence, dischargetransportation, treatment, storagerelease or disposal or manufacture of hazardous substances or other emissions such as without limitation CO2, handlingNOX or SO2 or mercury or particulate matter), generationwarranty, disposalownership, spillagepossession, releasemaintenance, escape of repair, lease, alteration, return, sale or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (includingother disposition, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or any of the commodities, items or materials from time to time contained in any Unit or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit or any other circumstances in connection with any Unit or Pledged Unit or the performance of any Unit or Pledged Unit or any risks relating thereto; (ii) the constructioninsuring, manufacture, financing, refinancing, design, purchase, acceptance, rejection, delivery, non-delivery, sublease, rental, preparation, installation, modification, improvement, restoration, refurbishment, remediation, substitution, non-use, registration, transportation, transfer of title, abandonment, importation, exportation, retirement, storage, regulation of access, securing or other use (or misfeasance (by action, inaction, non-performance, breach or otherwise), malfeasance or negligence in connection with any thereof) (collectively, “Use”) of the Generating Station, the Facility, the Facility Site, the Ancillary Facilities, or any portion or component thereof or interest therein(including, without limitation, the Undivided Interest); (ii) The conduct of the business or affairs of any Lessee Person attributable to, arising out of, in connection with, or relating to the Generating Station, the Facility, the Facility Site, the Ancillary Facilities, or any portion or component thereof or interest therein (including, without limitation, the Undivided Interest); (iii) Any Environmental Laws, Hazardous Substances, any Permit, any Governmental Approval, the Consent Decree or any administrative consent order and agreement with any Governmental Entity, any actual or alleged injury or threat of injury to human health, safety, natural resources or the environment or any present or future Environmental Condition at, or resulting from or relating to any Lessee Person’s Use of, the Generating Station, the Facility, the Facility Site, the Ancillary Facilities, or any portion or component thereof or interest therein (including, without limitation, the Undivided Interest) (each an “Environmental Claim”); (iv) Any Lessee Person’s breach of, or negligence with respect to, the performance of its obligations under the Facility Lease, the Site Sublease or any other Operative Document or the Operating Agreement; or the inaccuracy of any representation or warranty made by any Lessee Person in any Operative Document or the Operating Agreement; (v) Any Lessee Person’s action or failure to act, negligence, breach, misstatement of material facts or omission to state material facts, or violation of Applicable Law in connection with, or relating to, the offer, issuance, sale or acquisition of the Lease Debt(or any refinancing thereof) or of the Pass Through Certificates; (vi) The execution, delivery or performance or non-performance of any of the terms of any Operative Document or the Operating Agreement by any Lessee Person; or the enforcement or attempted enforcement of any of the terms of any Operative Document or the Operating Agreement against any Lessee Person; (vii) The condition of any Unit the Generating Station, the Facility, the Facility Site, the Ancillary Facilities, or any Pledged Unit portion or component thereof or interest therein(including, without limitation, the Undivided Interest) prior to the commencement of the Lease Term, or as a result of or arising out of, any Lessee Person’s Use thereof, or any accident in connection therewith (including, without limitation, latent and other defects, whether or not discoverable, whether preexisting or not and any claim Claim for patent, trademark or copyright infringement); (iiiviii) The imposition of any act or omission (whether negligent or otherwise) or any breach of or failure to perform or observeLien on the Generating Station, the Facility, the Facility Site, the Ancillary Facilities, or any other non-compliance withportion or component thereof or interest therein (including, without limitation, the Undivided Interest) by or through any covenant, condition Lessee Person or agreement to be performed by, or other obligation arising as a result of, the Lessee or any Affiliate of the Lessee under any of the Operative Agreements or Partnership Documents, or the falsity of any representation, warranty or certification of the Lessee or any Affiliate of the Lessee in any of the Operative Agreements or Partnership Documents relating to which it is a party or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith other than representations and warranties in the Tax Indemnity Agreement; (iv) the offer, sale or delivery of any Equipment Notes or Pass Through Certificates or any interest in the Trust Estate or in connection with any Lessee Person’s Use of the Generating Station, the Facility, the Facility Site, the Ancillary Facilities, or any portion or component thereof or interest therein (including, without limitation, the Undivided Interest); or the enforcement of any agreement, restriction or legal requirement arising as a refinancing result of, relating to or in accordance connection with any Lessee Person’s Use of the Generating Station, the Facility, the Facility Site, the Ancillary Facilities, or any portion or component thereof or interest therein (including, without limitation, the Undivided Interest); (ix) A disposition of the Undivided Interest and the Lessor’s interests under the Operative Documents or the Operating Agreement or any part thereof in connection with a Lease Event of Default or an Event of Loss; or other remedies or actions in conjunction with a Lease Event of Default(or an event which with notice or lapse of time or both would become a Lease Event of Default) or an Event of Loss; (x) The Consent Decree (including, without limitation, as a result of the OP Guarantor, the Owner Participant or the Lessor becoming a party to the Consent Decree); or the validity, execution, delivery or performance or non-performance, or enforcement or attempted enforcement, of any of the terms thereof; or any obligations, claims or liability thereunder; or any proceeding or other actions relating thereto; or any amendment, supplement or modification thereto; or any waiver of any terms thereof; (xi) Any violation of, or liability or obligation relating to, Applicable Law, whether now or hereafter in effect (including, without limitation, Environmental Laws, any Permits, any Governmental Approvals, the Consent Decree or any other administrative or judicial orders, agreements or decrees by, with or of any Governmental Entity), arising as a result of, relating to or in connection with any Lessee Person’s Use of the Generating Station, the Facility, the Facility Site, the Ancillary Facilities, or any portion or component thereof or interest therein (including, without limitation, the Undivided Interest); or any action of any Governmental Entity or other person taken with respect to such violation of law or such liability or such obligation, or otherwise in connection with, or relating to, any Lessee Person’s Use of the Generating Station, the Facility, the Facility Site, the Ancillary Facilities, or any portion or component thereof or interest therein (including, without limitation, the Undivided Interest) or the interests of the OP Guarantor, the Owner Participant, the Lessor, the Indenture Trustee, the Pass Through Trustee or the Account Bank under the Operative Documents or the Operating Agreement; or the presence, use, storage, transportation, treatment, disposal, arrangement for or permitting the disposal, handling or manufacture of any Hazardous Substance in, at, under or from the Generating Station, the Facility, the Facility Site, the Ancillary Facilities, or any portion or component thereof or interest therein (including, without limitation, the Undivided Interest) that relates to, or arises out of, any Lessee Person’s current or prior Use of, or prior ownership of, the Generating Station, the Facility, the Facility Site or the Ancillary Facilities; (xii) Any act, event or circumstance that imposes strict liability or similar “no-fault” liability on any Lessee Person arising out of, relating to or in connection with the terms hereofGenerating Station, the Facility, the Facility Site, the Ancillary Facilities, or any portion or component thereof or interest therein (including, without limitation, the Undivided Interest) (regardless of whether other persons are also strictly liable or subject to such similar “no fault” liability); andor (vxiii) any violation Subject to clause (g) of any lawthis Section 9.1, rule, regulation or order otherwise as a result of the transactions contemplated by the Lessee Operative Documents or any Affiliate of Lessee or any Sublessee or any Pledged Equipment Lessee or any of their respective directors, officers, employees, agents or servantsa Transaction Party’s participation in the contemplated transactions.

Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject Subject to the exclusions stated in Section 7.2(dparagraph (b) below, Lessee TVA agrees to indemnify, protect, defend and hold harmless harmless, and does hereby indemnify the Owner Participant, the Owner Lessor, the Trust Company, the Owner Trustee, the Lease Indenture Trustee, Wilmington Trust and the Pass Through Trustee, and their respective Affiliates, successors, assigns, agents, directors, officers or employees (each Indemnified Person on an After-Tax Basis “Indemnitee”) against any and all Claims directly (including Claims under environmental laws and Claims for misappropriation or indirectly infringement of third party software licenses) (whether or not any of the transactions contemplated by the Operative Documents are consummated) imposed on, incurred or suffered by or asserted against any Indemnitee in any way relating to or resulting from or arising out of or alleged to result from or arise out of (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.2(g)):attributable to: (i) this Agreement or any other Operative Agreement or any Partnership Document or any the construction, financing, refinancing (including the offering and sale of the transactions contemplated hereby or thereby or any Unit or Pledged Unit or other Collateral or the Certificates), acquisition, operation, warranty, ownership, possession, maintenance, repair, lease, operationcondition, possessionalteration, modification, improvementrestoration, abandonmentrefurbishing, usereturn, non-usepurchase, maintenance, leasesale or other disposition, sublease, substitution, control, repair, storage, alteration, transfer or other application use or dispositionnon-use of the Network, returnthe Undivided Interest, overhaul, testing, servicing, replacement the Software Rights or registration any Component or any portion of any Unit or Pledged Unit (including, without limitation, injury, death or property damage of passengers, shippers or others, environmental control, noise and pollution regulations, or the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (including, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, thereof or any of the commodities, items or materials from time to time contained in any Unit or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit or any other circumstances in connection with any Unit or Pledged Unit or the performance of any Unit or Pledged Unit or any risks relating theretointerest therein; (ii) the constructionconduct of the business or affairs of TVA; (iii) the operations, manufacture, financing, refinancing, design, purchase, acceptance, rejection, delivery, non-delivery or condition of, or improvement to, the Network, the Undivided Interest, the Software Rights or any Component or any portion of any Unit thereof or any Pledged Unit (including, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement); (iii) any act or omission (whether negligent or otherwise) or any breach of or failure to perform or observe, or any other non-compliance with, any covenant, condition or agreement to be performed by, or other obligation of, the Lessee or any Affiliate of the Lessee under any of the Operative Agreements or Partnership Documents, or the falsity of any representation, warranty or certification of the Lessee or any Affiliate of the Lessee in any of the Operative Agreements or Partnership Documents to which it is a party or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith other than representations and warranties in the Tax Indemnity Agreementinterest therein; (iv) the offerHead Lease, sale the Network Lease or any other Operative Document, the execution or delivery thereof or the performance, enforcement, or amendment of any Equipment Notes or Pass Through Certificates or any interest in the Trust Estate or in connection with a refinancing in accordance with the terms hereof; andthereof; (v) any violation environmental condition at, related in any way to or directly or indirectly caused by TVA, the Network, the Undivided Interest, the Software Rights or any Component, or any loss of or damage to any property, natural resources or the environment, or death of or injury to any Person, resulting from or relating to any hazardous substance that is or was present, used, generated, treated, stored, recycled, reclaimed, managed, transported, manufactured, released, emitted or discharged at, on, in, under, to or from the Network, the Undivided Interest, the Software Rights or any Component; (vi) the reasonable costs and expenses of the Transaction Parties in connection with waivers, amendments or supplements to the Operative Documents requested by TVA or required by Applicable Law or by the terms of the Operative Documents (other than, in connection with waivers, amendments or supplements requested by the Owner Lessor or the Owner Participant which are not required by Applicable Law or any provision of the Operative Documents, the requirement that waivers, amendments or supplements to such Operative Documents be evidenced in a writing); (vii) the imposition of any lawLien other than, rulewith respect to a particular Indemnitee, regulation an Owner Lessor’s Lien, an Owner Participant’s Lien, or order by an Indenture Trustee Lien attributable to such Indemnitee (or a Related Party); (viii) any violation or alleged violation by, or liability relating to, TVA, the Lessee Network or the transactions contemplated under the Operative Documents of, or under, any Applicable Law, whether now or hereafter in effect (including regulatory and environmental laws), or any Affiliate action of Lessee any Governmental Entity or other Person taken with respect to the Network, the Undivided Interest, the Software Rights, the Operative Documents or the interests of the Owner Participant, the Owner Lessor, the Owner Trustee, the Lease Indenture Trustee or the Pass Through Trustee under the Operative Documents or the presence, use, storage, transportation, treatment or manufacture of any hazardous substance in, at, under or from the Network, the Undivided Interest, the Software Rights or any Sublessee Component at any time and by any Person; (ix) the non-performance or breach by TVA of any obligation contained in this Agreement or any Pledged Equipment Lessee other Operative Document or the falsity or inaccuracy of any representation or warranty of TVA contained in this Agreement or any other Operative Document and the enforcement of any of the terms of the Operative Documents as a result of any Event of Default or Lease Event of Default; (x) the continuing fees (if any) and expenses of the Owner Lessor, the Owner Trustee and the Independent Trustee (including the reasonable compensation and expenses of their counsel, accountants and other professional persons) arising out of the Owner Lessor’s, Owner Trustee’s or the Independent Trustee’s discharge of their respective directorsduties under or in connection with the Operative Documents; (xi) the continuing fees (if any) and expenses of the Lease Indenture Trustee and the Pass Through Trustee (including the reasonable compensation and expenses of their respective counsel, officers, employees, agents accountants and other professional persons) arising out of the discharge of their respective duties under or servantsin connection with the Operative Documents; (xii) any amount payable by the Owner Lessor under the Lease Indenture; and (xiii) the transactions contemplated by the Operative Documents.

Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject Subject to the exclusions stated in Section 7.2(dparagraph (b) below, Lessee Old Dominion agrees to indemnify, protect, defend and hold harmless harmless, and does hereby indemnify the Owner Trustee, the Trust Company in its individual capacity, the Trust Estate, the Facility Owner, the Owner Participant, any Lender and the Agent and their respective Affiliates, successors, assigns, agents, directors, officers or employees (each Indemnified Person on an After-Tax Basis "Indemnitee") against any and all Claims directly imposed on, incurred by or indirectly asserted against any Indemnitee in any way relating to or resulting from or arising out of or alleged to result from or arise out of (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.2(g)):attributable to: (i) this Agreement or any other Operative Agreement or any Partnership Document or any of the transactions contemplated hereby or thereby or any Unit or Pledged Unit or other Collateral or the construction, financing, refinancing, acquisition, operation, warranty, ownership, possession, maintenance, repair, lease, operationcondition, possessionalteration, modification, improvementrestoration, abandonmentrefurbishing, usereturn, non-usedecommissioning, maintenancesale or other disposition, leaseinsuring, sublease, substitution, control, repair, storage, alteration, transfer or other application use or disposition, return, overhaul, testing, servicing, replacement or registration of any Unit or Pledged Unit (including, without limitation, injury, death or property damage of passengers, shippers or others, environmental control, noise and pollution regulations, or the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (including, without limitation, costs of investigations or assessments, cleannon-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms use of the Lease Clover Real Estate, Clover Unit 1, the Transmission Assets, Clover Unit 2, the Equipment Interest, the Foundation Interest, the Ground Interest, the Facility Owner's Uxxx 0 Interest, any Modifications or the Collateral Agency Agreement, as applicableComponent, or any of the commodities, items or materials from time to time contained in any Unit or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or the inadequacy portion of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit thereof or any other circumstances in connection with any Unit or Pledged Unit or the performance of any Unit or Pledged Unit or any risks relating theretointerest therein; (ii) the construction, conduct of the business or affairs of Old Dominion or the Clover Power Station; (iii) the manufacture, financing, refinancing, design, purchase, acceptance, rejection, delivery, non-delivery or condition of of, or improvement to, the Clover Real Estate, Clover Unit 1, the Transmission Assets, Clover Unit 2, the Equipment Interest, the Foundation Interest, the Ground Interest, the Facility Owner's Uxxx 0 Interest, any Unit Modifications or any Pledged Unit (including, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement); (iii) any act or omission (whether negligent or otherwise) or any breach of or failure to perform or observeComponent, or any other non-compliance with, portion of any covenant, condition or agreement to be performed by, or other obligation of, the Lessee thereof or any Affiliate of the Lessee under any of the Operative Agreements or Partnership Documents, or the falsity of any representation, warranty or certification of the Lessee or any Affiliate of the Lessee in any of the Operative Agreements or Partnership Documents to which it is a party or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith other than representations and warranties in the Tax Indemnity Agreementinterest therein; (iv) the offerGround Lease and Sublease, sale the Head Equipment Agreement, the Operating Equipment Agreement, the Head Foundation Agreement, the Operating Foundation Agreement, the Pollution Control Assets Lease Documents, the Clover Agreements, the Old Dominion Indenture or any other Transaction Document or the Clover 1 Documents, the execution or delivery thereof or the performance, enforcement or amendment of any Equipment Notes or Pass Through terms thereof; (v) the sale of the Loan Certificates or any interest refinancing thereof pursuant to Section 10 hereof; (vi) the establishment or maintenance of the Qualifying Security, the Qualifying Surety Bond or any Qualifying Letter of Credit; (vii) the reasonable costs and expenses of the Transaction Parties in connection with amendments to the Transaction Documents or the Clover 1 Documents; (viii) the non-performance or breach by Old Dominion of any obligation or warranty contained in this Agreement or any other Transaction Document or the falsity of any representation of Old Dominion contained in the Trust Estate Agreement or any other Transaction Document; (ix) the continuing fees (if any) and expenses of the Owner Trustee (including the reasonable compensation and expenses of its counsel, accountants and other professional persons) arising out of the Owner Trustee's or the Facility Owner's discharge of its duties under or in connection with the Transaction Documents or the Clover 1 Documents; (x) for the benefit of any Lender and the Agent only, a refinancing breach of Section 5.1 or 6.4 hereof resulting from the transfer of the Beneficial Interest or the Trust Estate to a Person that is not a "United States person" within the meaning of section 7701(a)(30) of the Code; (xi) for the benefit of any Lender and the Agent only, a breach by the Owner Participant of its representation in accordance paragraph (g) of Section 3.2; (xii) for the benefit of the Owner Participant, the Owner Trustee and the Facility Owner only, any breach by a Lender of Section 3.4(a)(i) hereof, resulting in the occurrence of a non-exempt "prohibited transaction" (within the meaning of Section 406 of ERISA or Section 4975 of the Code) in connection with the terms hereofacquisition or holding of any Loan Certificate by any such Lender; (xiii) the payment of all amounts provided for in Section 15.2(d) of the Operating Equipment Agreement; (xiv) the Unit 1 Parties; and (vxv) any violation of action by Virginia Power or any law, rule, regulation other Person as tenant-in-common in Clover Unit 2 or order the Clover Unit 2 Operator or otherwise in connection with the transaction contemplated by the Lessee or any Affiliate of Lessee or any Sublessee or any Pledged Equipment Lessee or any of their respective directors, officers, employees, agents or servantsTransaction Documents.

Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject Subject to the exclusions stated in Section 7.2(dparagraph (b) below, the Facility Lessee agrees to indemnify, protect, defend and hold harmless harmless, and do hereby indemnify the Owner Participant, the Owner Lessor, the Trust Company, in its individual capacity, the Lessor Manager, the Lease Indenture Company in its individual capacity, the Indenture Trustee, each Indemnified Person on Certificateholder, the Pass Through Trustees, and their respective Affiliates, successors, assigns, agents, directors, officers and employees (each an After-Tax Basis "Indemnitee") against any and all Claims directly (whether or indirectly not any of the transactions contemplated by the Operative Documents are consummated) imposed on, incurred or suffered by or asserted against any Indemnitee in any way relating to or resulting from or arising out of or alleged to result from or arise out of (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.2(g)): (i) this Agreement or any other Operative Agreement or any Partnership Document or any of the transactions contemplated hereby or thereby or any Unit or Pledged Unit or other Collateral or the acquisition, ownership, lease, operation, possession, modification, improvement, abandonment, use, non-use, maintenance, lease, sublease, substitution, control, repair, storage, alteration, transfer or other application or disposition, return, overhaul, testing, servicing, replacement or registration of any Unit or Pledged Unit (including, without limitation, injury, death or property damage of passengers, shippers or others, environmental control, noise and pollution regulations, or the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (including, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or any of the commodities, items or materials from time to time contained in any Unit or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit or any other circumstances in connection with any Unit or Pledged Unit or the performance of any Unit or Pledged Unit or any risks relating thereto; (ii) attributable to: the construction, manufacture, financing, refinancing, acquisition, operation, rebuilding, warranty, ownership, possession, maintenance, repair, lease, condition, alteration, modification, restoration, refurbishing, return, purchase, sale or other disposition, insuring, sublease, or other use or non-use of the Undivided Interest, the Ground Interest, the Facility, the Facility Site, or any Component or any portion of any thereof or any interest therein; the conduct of the business or affairs of the Facility Lessee or Calpine and any other business or affairs conducted at the Facility or the Facility Site; the manufacture, design, purchase, acceptance, rejection, delivery, non-delivery or condition of, or improvement to, the Facility, the Facility Site, or any Component, or any portion of any Unit thereof or any Pledged Unit (includinginterest therein; the Facility Lease, without limitationthe Facility Site Lease, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement); (iii) any act or omission (whether negligent or otherwise) or any breach of or failure to perform or observethe Facility Site Sublease, or any other non-compliance withOperative Document, the execution or delivery thereof or the performance, enforcement, attempted enforcement or amendment of any terms thereof, or the transactions contemplated thereby or resulting therefrom; any Environmental Condition at, related to or caused by the Facility, the Facility Site or any Component, or any portion thereof, including, for the avoidance of doubt, any covenantsuch Environmental Condition existing prior to the Closing Date; the offer, condition issuance, sale, acquisition or agreement delivery of the Lessor Notes, the Certificates, any Additional Lessor Notes, any Additional Certificates or any refinancing thereof; the reasonable and documented costs and expenses of the Transaction Parties in connection with amendments or supplements to be performed the Operative Documents requested by the Facility Lessee, or resulting from the actions of the Facility Lessee or in connection with any Lease Default or Lease Event of Default; the imposition of any Lien other than with respect to a particular Indemnitee (or a Related Party), an Owner Lessor's Lien, an Owner Participant's Lien or Indenture Trustee's Lien attributable to such Indemnitee; any violation by, or other obligation ofliability relating to, the Facility Lessee or any Affiliate other Calpine Party, the Facility or the Facility Site, of, or under, any Applicable Law, whether now or hereafter in effect (including Environmental Laws), or any action of any Governmental Entity or other Person taken with respect to the Facility, the Facility Site, the Operative Documents or the interests of the Lessee Owner Participant, the Owner Lessor, the Indenture Trustee or the Pass Through Trustees, or under the Operative Documents or the presence, use, storage, release, threatened release, transportation, arrangement for transportation, treatment, arrangement for treatment, manufacture, disposal or arrangement for disposal of any Hazardous Substance in, at, under or from the Facility or the Facility Site, including, for the avoidance of doubt, any of the foregoing existing or occurring prior to the Closing Date; the non-performance or breach by the Facility Lessee or any Calpine Party of any obligation contained in this Agreement or any other Operative Agreements or Partnership Documents, Document or the falsity or inaccuracy of any representation, warranty or certification obligation of any such Person contained in this Agreement or any other Operative Document; the continuing fees (if any) and expenses of the Lessee or any Affiliate Owner Lessor and the Lessor Manager (including the reasonable compensation and expenses of their respective counsel) arising out of the Lessee in any Owner Lessor's discharge of the Operative Agreements or Partnership Documents to which it is a party or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith other than representations and warranties in the Tax Indemnity Agreement; (iv) the offer, sale or delivery of any Equipment Notes or Pass Through Certificates or any interest in the Trust Estate its duties under or in connection with a refinancing in accordance with the terms hereofOperative Documents (other than the Facility Lease and the Facility Site Lease); and the continuing fees (vif any) any violation and expenses of any lawthe Lease Indenture Company, rulethe Indenture Trustee, regulation or order by the Lessee or any Affiliate of Lessee or any Sublessee or any Pledged Equipment Lessee or any Pass Through Company, the Pass Through Trustees, (including the reasonable compensation and expenses of their respective directorscounsel, officersaccountants and other professional persons) arising out of the discharge of their respective duties as provided in the Operative Documents; or any Applicable Permits including any obligations imposed by FERC in connection with the Facility or the Facility Site. Claims Excluded. Any Claim, employeesto the extent relating to or resulting from or arising out of or attributable to any of the following, agents or servants.is excluded from the Facility Lessee's obligations to indemnify, defend, protect and hold harmless any Indemnitee under this Section 9.1:

Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject Subject to the exclusions stated in Section 7.2(dparagraph (b) below, Lessee Xxxxx City agrees to indemnifyto, on an After-Tax Basis, protect, defend and hold harmless harmless, and does hereby indemnify the Owner Lessor, the Owner Participant, the Owner Manager, the OM Company, in its individual capacity, the Security Agent, the Lender, the Bondholder Trustee and the Lease Indenture Trustee and each Indemnified Person on of their respective successors, permitted assigns, agents, employees, servants, directors, members, managers, partners, officers and Affiliates (each an After-Tax Basis "INDEMNITEE") against Claims directly or indirectly resulting from or arising out any and all liabilities, obligations, losses, damages, penalties, actions, suits, costs, expenses and claims of or alleged to result from or arise out of any nature (whether or not any of the transactions contemplated by the Operative Documents are consummated) imposed on incurred or asserted against such Indemnified Person shall be indemnified as Indemnitee arising out of, in connection with, or relating to such Claim by any other Person but subject to Section 7.2(g)of the following (collectively, "CLAIMS"): (i) this Agreement or any other Operative Agreement or any Partnership Document or any of the transactions contemplated hereby or thereby or any Unit or Pledged Unit or other Collateral or the construction, financing, refinancing, acquisition, operation, warranty, ownership, possession, maintenance, repair, lease, operationcondition, possessionalteration, modification, improvementrestoration, abandonmentrefurbishing, usereturn, non-usepurchase, maintenancesale or other disposition, leaseinsuring, sublease, substitution, control, repair, storage, alteration, transfer or other application use or disposition, return, overhaul, testing, servicing, replacement or registration nonuse of any Unit or Pledged Unit (including, without limitation, injury, death or property damage of passengers, shippers or others, environmental control, noise and pollution regulations, the Facility or the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (including, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicableFacility Site, or any of the commodities, items portion or materials from time to time contained in any Unit Component thereof or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit or any other circumstances in connection with any Unit or Pledged Unit or the performance of any Unit or Pledged Unit or any risks relating thereto;interest therein; 57 (ii) the constructionconduct of the business or affairs of (x) Xxxxx City or (y) any Affiliate of Xxxxx City but, in the case of any such Affiliate, only at the Facility and Facility Site or in connection therewith; (iii) the manufacture, financing, refinancing, design, purchase, acceptance, rejection, delivery, non-delivery or condition of any Unit of, or improvement to, the Facility, the Facility Site or any Pledged Unit (including, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement); (iii) any act or omission (whether negligent or otherwise) or any breach of or failure to perform or observeComponent, or any other non-compliance with, portion of any covenant, condition or agreement to be performed by, or other obligation of, the Lessee thereof or any Affiliate of the Lessee under any of the Operative Agreements or Partnership Documents, or the falsity of any representation, warranty or certification of the Lessee or any Affiliate of the Lessee in any of the Operative Agreements or Partnership Documents to which it is a party or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith other than representations and warranties in the Tax Indemnity Agreementinterest therein; (iv) the offerFacility Lease or any other Operative Documents in respect of the Facility or the Facility Site, sale the execution or delivery thereof, or the performance, enforcement, attempted enforcement or any amendment, supplement or modification to, or any waiver (collectively, "AMENDMENTS") of any Equipment Notes terms thereof or Pass Through Certificates or any interest in the Trust Estate or in connection with a refinancing in accordance with the terms hereof; andthereto; (v) any violation Environmental Claim or any Environmental Condition resulting from the Facility, the Facility Site, or any Component (or portion of any lawComponent) thereof, ruleincluding any such Environmental Claim or Environmental Condition arising from or related to the operation of the Facility or any Component thereof; (vi) the reasonable costs and expenses of each Indemnitee in connection with Amendments or supplements of or to the Operative Documents (x) requested by Xxxxx City or required pursuant to the provisions of any Operative Document, regulation including under SECTION 12 hereof, or order (y) as a result of a Lease Event of Default under the Facility Lease that has occurred and is continuing; (vii) the imposition of any Lien other than, with respect to a particular Indemnitee, a Lien arising by or through such Indemnitee (or its agents, employees, servants or affiliates) that is prohibited under the Lessee terms of the Operative Documents; (viii) any violation by, or liability relating to, Xxxxx City, any Xxxxx City Party, the Facility or the Facility Site of, or under, any Requirement of Law, whether now or hereafter in effect (including Environmental Laws), or any action of any Governmental Authority or other Person taken with respect to the Facility or Facility Site, the Operative Documents or the interests of the Lease Indenture Trustee, the Security Agent, the Owner Lessor or the Owner Participant under the Operative Documents or the presence, use, storage, transportation, treatment or manufacture of any hazardous substance in, at, under or from the Facility or Facility Site; (ix) the nonperformance or breach by Xxxxx City or any Affiliate of Lessee any obligation contained in the Operative Documents or the falsity or inaccuracy of any representation or warranty of Xxxxx City or any Sublessee Affiliate in the Operative Documents; (x) the continuing fees (if any) and expenses of the Owner Manager, Owner Lessor, Owner Participant, the Bondholder Trustee, the Lender, the Security Agent and the Lease Indenture Trustee (including the reasonable fees and expenses of counsel, accountants and other professional persons) arising out of discharge of their duties under or in connection with the Operative Documents; (xi) the offer, issuance, sale or acquisition of the Lessor Notes or any Pledged Equipment Lessee Additional Lessor Notes, or, in each case, any refinancing thereof; (xii) any regulatory approvals or licenses (or any renewals thereof) including, without limitation, any obligations imposed by FERC in connection with the Facility or Facility Site; (a) any charge, indemnity payment, cost, expense or other obligation of their respective directorsthe Owner Lessor incurred in connection with the Debt Service Reserve Letter of Credit (including under any reimbursement agreement or application therefor) (excluding principal of any reimbursement obligation or loan thereunder, officersinterest thereon or any fee with respect to the Debt Service Reserve Letter of Credit), employees(b) any replacement, agents renewal or servantsre-issuance of the Debt Service Reserve Letter of Credit (and any applicable application or reimbursement agreement with respect thereto) and (c) to the extent relating to an issuer downgrade or the expiration of such letter of credit, any drawing thereunder (including interest accruing thereon); PROVIDED THAT, in the event that the Facility Lease is terminated in accordance with its terms, then the applicable Indemnitee shall refund to Xxxxx City any amounts on deposit in the Debt Service Reserve Account up to a maximum of those amounts previously paid by Xxxxx City prior to the termination of the Facility Lease as Supplemental Rent pursuant to this Section 10.1(a)(xiii)(c); (xiv) any and all fees, including interest accruing thereon, with respect to the Debt Service Reserve Letter of Credit, payable to such letter of credit issuer in excess of the Base DSRLC Costs; provided, however, that in no event shall the Facility Lessee be liable for Claims pursuant to this clause (xiv) for any amounts that are in excess of that amount which, when added to the Basic Lease Rent, together with all rent payable under the Facility Site Sublease, discounted at the Discount Rate, causes the present value to not satisfy the ninety percent (90%) test for operating lease treatments described in SECTION 4.16.

Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject Subject to the exclusions stated in Section 7.2(dparagraph (d) below, the Lessee agrees to indemnify, protect, defend and hold harmless each Indemnified Person on an After-Tax Basis against Claims directly or indirectly relating to, resulting from or arising out of the Units, any of the property constituting a part of the Trust Estate, the Operative Agreements or alleged to result from or arise out of the transactions contemplated thereby (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.2(gPerson)):, including, without limitation: (i) this Agreement or any other Operative Agreement or any Partnership Document or any of the transactions contemplated hereby or thereby or any Unit or Pledged Unit or other Collateral and thereby, or the acquisitionlocation, replacement, condition, ownership, acquisition, lease, operation, possession, repossession, redelivery, modification, improvement, abandonment, use, non-use, maintenance, leaseassembly, installation, presence, rebuilding, import, export, addition, assignment, transfer of title, preparation, sublease, rental, substitution, control, repair, storage, alteration, transfer transfer, sale or other application or dispositiondisposition (including the imposition of a Lien other than a Lessor's Lien), return, overhaul, testingtransportation, servicinginsuring, replacement inspection, testing or registration of any Unit or Pledged Unit (including, without limitation, injury, death or property damage of passengers, shippers or others), environmental control, noise and pollution regulations, or the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (including, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not strict liability in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or any of the commodities, items or materials from time to time contained in any Unit or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit or any other circumstances in connection with any Unit or Pledged Unit or the performance of any Unit or Pledged Unit or any risks relating theretotort; (ii) the actual or alleged presence, release or threatened release of Hazardous Substances on, in, under or from the Premises, Easements or Units during the Lease Term, whether discovered during or after the Lease Term; any Environmental Claim based on Lessee s operations on or at the Premises, Easements or Units, but excluding any matters based solely on the gross negligence or willful misconduct of the Owner Participant, the Owner Trustee, the Indenture Trustee and the holders of the Notes; and any violation by Lessee of any Environmental Law; (iii) the construction, manufacture, financing, mortgaging, refinancing, design, purchase, acceptance, rejection, delivery, non-delivery or condition of any Unit or any Pledged Unit (including, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement); (iiiiv) any act or omission (whether negligent or otherwise) or any breach of or failure to perform or observe, or any other non-compliance noncompliance with, any covenant, condition or agreement to be performed by, or other obligation of, the Lessee or any Affiliate of the Lessee Bayer under any of the Operative Agreements or Partnership DocumentsAgreements, or the falsity of any representation, representation or warranty or certification of the Lessee or any Affiliate of the Lessee Bayer in any of the Operative Agreements or Partnership Documents to which it is a party or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith therewith, other than representations and warranties in the Tax Indemnity Agreement; (ivv) without limiting Section 10.3, the offer, issue, sale or delivery of any Equipment Notes or Pass Through Certificates the Construction Advances or the Construction Notes or any interest in the Trust Estate and any refinancing of the Notes or the Construction Advances or the Construction Notes, other than violations of applicable securities laws attributable to such Indemnified Person's own actions or omissions (and not imputed to such Indemnified Person solely by reason of its entering into the Operative Agreements, its participation in connection with a refinancing the transactions contemplated by the Operative Agreements and its interest in accordance with the terms hereof; andUnits or the acts or omissions of the Lessee or Bayer); (vvi) the imposition of any Lien on any Unit other than Lessor's Liens; (vii) endeavoring to enforce the Operative Agreements or exercising remedies thereunder; (viii) violations of ERISA, including, without limitation, by reason of this Agreement or any other Operative Agreement or any transactions contemplated hereby or thereby constituting a prohibited transaction within the meaning of Section 406 of ERISA; (ix) any violation of any law, rule, regulation or order by the Lessee or any Affiliate of Lessee or any Sublessee or any Pledged Equipment Lessee or any of their respective its directors, officers, employees, agents or servants; and (x) any costs incurred directly or indirectly by the Construction Lenders in connection with the purchase by Bayerische of a participation in Security Pacific s Construction Advances as contemplated by Section 2.5 of the Construction Loan Agreement which result from any breakage of an Interest Period for outstanding Construction Advances or the establishment of any short-period match-funding by Bayerische related to the purchase of such participation.

Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject Subject to the exclusions stated in Section 7.2(dparagraph (b) below, Lessee Guarantor agrees to indemnify, protect, defend and hold harmless each Indemnified Person on an After-Tax Basis Basis, and does hereby indemnify each Indemnitee against any and all Claims directly imposed on, incurred or indirectly suffered by or asserted against such Indemnitee in any way relating to or resulting from or arising out of or alleged to result from or arise out of (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.2(g)):attributable to: (i) this Agreement or any other Operative Agreement or any Partnership Document or any of the transactions contemplated hereby or thereby or any Unit or Pledged Unit or other Collateral or the acquisitionpurchase, ownershipacceptance, leaserejection, maintenance, possession, use, operation, possessionreturn, modification, improvement, abandonment, use, non-use, maintenance, lease, sublease, substitution, control, repair, storage, alteration, transfer or other application or disposition, return, overhaul, testing, servicing, replacement delivery or registration of any Unit or Pledged Unit (including, without limitation, injury, death or property damage of passengers, shippers or others, environmental control, noise and pollution regulationscondition of, or improvement to, the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (including, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, Leased Equipment or any of the commodities, items or materials from time to time contained in any Unit or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit part thereof or any other circumstances in connection with any Unit or Pledged Unit or the performance of any Unit or Pledged Unit or any risks relating theretointerest therein; (ii) the constructionLease, manufacturethe Guaranty or any other Basic Document, financingthe execution or delivery thereof or the performance, refinancingenforcement, designattempted enforcement or amendment, purchase, acceptance, rejection, delivery, non-delivery supplement or condition modification of any Unit terms thereof, or any Pledged Unit (including, without limitation, latent and other defects, whether the transactions contemplated thereby or not discoverable, and any claim for patent, trademark or copyright infringement)resulting therefrom; (iii) the reasonable costs and expenses of any act Indemnitee in connection with amendments or omission supplements to the Basic Documents requested or consented to by Lessee or required or necessary as a result of a Lease Event of Default; (whether negligent iv) the non-performance or otherwise) breach by Lessee or Guarantor of any breach of or failure to perform or observe, obligation contained in this Agreement or any other non-compliance with, any covenant, condition or agreement to be performed by, or other obligation of, the Lessee or any Affiliate of the Lessee under any of the Operative Agreements or Partnership Documents, Basic Document or the falsity or inaccuracy of any representation, warranty or certification obligation of the Lessee or any Affiliate of the Lessee Guarantor contained in any of the Operative Agreements or Partnership Documents to which it is a party or in any document or certificate delivered by the Lessee this Agreement or any Affiliate of the Lessee in connection therewith other than representations and warranties in the Tax Indemnity AgreementBasic Document; (ivv) the offer, sale or delivery imposition of any Equipment Notes Lien other than, with respect to a particular Indemnitee (or Pass Through Certificates a Related Party), a Lien arising by or through such Indemnitee that is prohibited by the terms of this Agreement or any other Basic Document; (vi) any violation by, or liability relating to, the Lessee of, or under, any Applicable Law, whether now or hereafter in effect (other than any Environmental Law), or any action of any Governmental Authority or other Person taken with respect to the Leased Equipment, the Basic Documents or the interest in of any Indemnitee under the Trust Estate Basic Documents; (vii) the continuing fees (if any) and expenses of the Lessor and the Trustee (including the reasonable compensation and expenses of their counsel, accountants and other professional persons) arising out of the Lessor's or Trustee's discharge of their respective duties under or in connection with a refinancing the Basic Documents; (viii) the continuing fees (if any) and expenses of the Agent, the Collateral Agent, the Depositary Bank, the Noteholders and the Investors (including the reasonable compensation and expenses of their counsel, accountants and other professional persons) arising out of the discharge of their respective duties under or in accordance connection with the terms hereofBasic Documents; (ix) the payment of any amount, the incurrence of any liability or the performance of any obligation by, or the setoff against any accounts or moneys of, the Lessor pursuant to SECTION 4.3, Section 4.5, SECTION 4.6 and SECTION 4.10; and (vx) in any violation of any law, rule, regulation or order other way relating to the transactions contemplated by the Lessee or any Affiliate of Lessee or any Sublessee or any Pledged Equipment Lessee or any of their respective directors, officers, employees, agents or servantsBasic Documents.

Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject Subject to the exclusions stated in Section 7.2(dparagraph (b) below, Lessee Xxxxx City agrees to indemnifyto, on an After-Tax Basis, protect, defend and hold harmless harmless, and does hereby indemnify the Owner Lessor, the Owner Participant, the Owner Manager, the OM Company, in its individual capacity, the Security Agent, the Lender, the Bondholder Trustee and the Lease Indenture Trustee and each Indemnified Person on of their respective successors, permitted assigns, agents, employees, servants, directors, members, managers, partners, officers and Affiliates (each an After-Tax Basis "Indemnitee") against Claims directly or indirectly resulting from or arising out any and all liabilities, obligations, losses, damages, penalties, actions, suits, costs, expenses and claims of or alleged to result from or arise out of any nature (whether or not any of the transactions contemplated by the Operative Documents are consummated) imposed on incurred or asserted against such Indemnified Person shall be indemnified as Indemnitee arising out of, in connection with, or relating to such Claim by any other Person but subject to Section 7.2(g)of the following (collectively, "Claims"): (i) this Agreement or any other Operative Agreement or any Partnership Document or any of the transactions contemplated hereby or thereby or any Unit or Pledged Unit or other Collateral or the construction, financing, refinancing, acquisition, operation, warranty, ownership, possession, maintenance, repair, lease, operationcondition, possessionalteration, modification, improvementrestoration, abandonmentrefurbishing, usereturn, non-usepurchase, maintenancesale or other disposition, leaseinsuring, sublease, substitution, control, repair, storage, alteration, transfer or other application use or disposition, return, overhaul, testing, servicing, replacement or registration nonuse of any Unit or Pledged Unit (including, without limitation, injury, death or property damage of passengers, shippers or others, environmental control, noise and pollution regulations, the Facility or the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (including, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicableFacility Site, or any of the commodities, items portion or materials from time to time contained in any Unit Component thereof or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit or any other circumstances in connection with any Unit or Pledged Unit or the performance of any Unit or Pledged Unit or any risks relating theretointerest therein; (ii) the constructionconduct of the business or affairs of (x) Xxxxx City or (y) any Affiliate of Xxxxx City but, in the case of any such Affiliate, only at the Facility and Facility Site or in connection therewith; (iii) the manufacture, financing, refinancing, design, purchase, acceptance, rejection, delivery, non-delivery or condition of any Unit of, or improvement to, the Facility, the Facility Site or any Pledged Unit (including, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement); (iii) any act or omission (whether negligent or otherwise) or any breach of or failure to perform or observeComponent, or any other non-compliance with, portion of any covenant, condition or agreement to be performed by, or other obligation of, the Lessee thereof or any Affiliate of the Lessee under any of the Operative Agreements or Partnership Documents, or the falsity of any representation, warranty or certification of the Lessee or any Affiliate of the Lessee in any of the Operative Agreements or Partnership Documents to which it is a party or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith other than representations and warranties in the Tax Indemnity Agreementinterest therein; (iv) the offerFacility Lease or any other Operative Documents in respect of the Facility or the Facility Site, sale the execution or delivery thereof, or the performance, enforcement, attempted enforcement or any amendment, supplement or modification to, or any waiver (collectively, "Amendments") of any Equipment Notes terms thereof or Pass Through Certificates or any interest in the Trust Estate or in connection with a refinancing in accordance with the terms hereof; andthereto; (v) any violation Environmental Claim or any Environmental Condition resulting from the Facility, the Facility Site, or any Component (or portion of any lawComponent) thereof, ruleincluding any such Environmental Claim or Environmental Condition arising from or related to the operation of the Facility or any Component thereof; (vi) the reasonable costs and expenses of each Indemnitee in connection with Amendments or supplements of or to the Operative Documents (x) requested by Xxxxx City or required pursuant to the provisions of any Operative Document, regulation including under Section 12 hereof, or order (y) as a result of a Lease Event of Default under the Facility Lease that has occurred and is continuing; (vii) the imposition of any Lien other than, with respect to a particular Indemnitee, a Lien arising by or through such Indemnitee (or its agents, employees, servants or affiliates) that is prohibited under the Lessee terms of the Operative Documents; (viii) any violation by, or liability relating to, Xxxxx City, any Xxxxx City Party, the Facility or the Facility Site of, or under, any Requirement of Law, whether now or hereafter in effect (including Environmental Laws), or any action of any Governmental Authority or other Person taken with respect to the Facility or Facility Site, the Operative Documents or the interests of the Lease Indenture Trustee, the Security Agent, the Owner Lessor or the Owner Participant under the Operative Documents or the presence, use, storage, transportation, treatment or manufacture of any hazardous substance in, at, under or from the Facility or Facility Site; (ix) the nonperformance or breach by Xxxxx City or any Affiliate of Lessee any obligation contained in the Operative Documents or the falsity or inaccuracy of any representation or warranty of Xxxxx City or any Sublessee Affiliate in the Operative Documents; (x) the continuing fees (if any) and expenses of the Owner Manager, Owner Lessor, Owner Participant, the Bondholder Trustee, the Lender, the Security Agent and the Lease Indenture Trustee (including the reasonable fees and expenses of counsel, accountants and other professional persons) arising out of discharge of their duties under or in connection with the Operative Documents; (xi) the offer, issuance, sale or acquisition of the Lessor Notes or any Pledged Equipment Lessee Additional Lessor Notes, or, in each case, any refinancing thereof; (xii) any regulatory approvals or licenses (or any renewals thereof) including, without limitation, any obligations imposed by FERC in connection with the Facility or Facility Site; (xiii) (a) any charge, indemnity payment, cost, expense or other obligation of their respective directorsthe Owner Lessor incurred in connection with the Debt Service Reserve Letter of Credit (including under any reimbursement agreement or application therefor) (excluding principal of any reimbursement obligation or loan thereunder, officersinterest thereon or any fee with respect to the Debt Service Reserve Letter of Credit), employees(b) any replacement, agents renewal or servantsre-issuance of the Debt Service Reserve Letter of Credit (and any applicable application or reimbursement agreement with respect thereto) and (c) to the extent relating to an issuer downgrade or the expiration of such letter of credit, any drawing thereunder (including interest accruing thereon); provided that, in the event that the Facility Lease is terminated in accordance with its terms, then the applicable Indemnitee shall refund to Xxxxx City any amounts on deposit in the Debt Service Reserve Account up to a maximum of those amounts previously paid by Xxxxx City prior to the termination of the Facility Lease as Supplemental Rent pursuant to this Section 10.1(a)(xiii)(c); (xiv) any and all fees, including interest accruing thereon, with respect to the Debt Service Reserve Letter of Credit, payable to such letter of credit issuer in excess of the Base DSRLC Costs; provided, however, that in no event shall the Facility Lessee be liable for Claims pursuant to this clause (xiv) for any amounts that are in excess of that amount which, when added to the Basic Lease Rent, together with all rent payable under the Facility Site Sublease, discounted at the Discount Rate, causes the present value to not satisfy the ninety percent (90%) test for operating lease treatments described in Section 4.16.

Claims Indemnified. Whether or not any Unit is accepted under the ------------------ Lease, or the Closing occurs, and subject to the exclusions stated in Section 7.2(dparagraph (d) below, Lessee agrees to indemnify, protect, defend and hold harmless each Indemnified Person on an After-Tax Basis against Claims directly or indirectly resulting from or arising out of or alleged to result from or arise out of (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.2(g)Person): (i) this Agreement or any other Operative Agreement or any Partnership Document or any of the transactions contemplated hereby or and thereby or any Unit or Pledged Unit or other Collateral or the acquisition, ownership, lease, operation, possession, modification, improvement, abandonment, use, non-use, maintenance, lease, sublease, substitution, control, repair, storage, alteration, transfer or other application or disposition, return, overhaul, testing, servicing, replacement or registration of any Unit or Pledged Unit (including, without limitation, injury, death or property damage of passengers, shippers or others, and environmental control, noise and pollution regulations, or the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (including, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicableLease, or by any of the commodities, items or materials from time to time contained in any Unit or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicableLease, or by the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit or by any other [Participation Agreement (GARC II 98-A)] circumstances in connection with any Unit Unit, or Pledged Unit or by the performance of any Unit or Pledged Unit or any risks relating thereto; (ii) the construction, manufacture, financing, refinancing, design, purchase, acceptance, rejection, delivery, non-delivery or condition of any Unit or any Pledged Unit (including, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement); (iii) any act or omission (whether negligent or otherwise) or any breach of or failure to perform or observe, or any other non-compliance with, any covenant, condition or agreement to be performed by, or other obligation of, the Lessee or any Affiliate of the Lessee under any of the Operative Agreements or Partnership DocumentsAgreements, or the falsity of any representation, representation or warranty or certification of the Lessee or any Affiliate of the Lessee in any of the Operative Agreements or Partnership Documents to which it is a party or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith other than representations and warranties in the Tax Indemnity Agreement; (iv) the offer, sale or delivery of any Equipment Notes or Pass Through Certificates or any interest in the Trust Estate or in connection with a refinancing in accordance with the terms hereof; andEstate; (v) any violation of any law, rule, regulation or order by the Lessee or any Affiliate of Lessee or any Sublessee or any Pledged Equipment Lessee or any of their respective directors, officers, employees, agents or servants; and (vi) any sale, transfer or holding of Equipment Notes or Pass Through Certificates being deemed to result in a "prohibited transaction" under ERISA.

Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject to the exclusions stated in Section 7.2(d) below, Lessee agrees to indemnify, protect, defend and hold harmless each Indemnified Person on an After-Tax Basis against Claims directly or indirectly resulting from or arising out of or alleged to result from or arise out of (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.2(g)): (i) this Agreement or any other Operative Agreement or any Partnership Document or any of the transactions contemplated hereby or thereby or any Unit or Pledged Unit or other Collateral or the acquisition, ownership, lease, operation, possession, modification, improvement, abandonment, use, non-use, maintenance, lease, sublease, substitution, control, repair, storage, alteration, transfer or other application or disposition, return, overhaul, testing, servicing, replacement or registration of any Unit or Pledged Unit (including, without limitation, injury, death or property damage of passengers, shippers or others, environmental control, noise and pollution regulations, or the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (including, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or any of the commodities, items or materials from time to time contained in any Unit or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit or any other circumstances in connection with any Unit or Pledged Unit or the performance of any Unit or Pledged Unit or any risks relating thereto; (ii) the construction, manufacture, financing, refinancing, design, purchase, acceptance, rejection, delivery, non-delivery or condition of any Unit or any Pledged 69 Unit (including, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement); (iii) any act or omission (whether negligent or otherwise) or any breach of or failure to perform or observe, or any other non-compliance with, any covenant, condition or agreement to be performed by, or other obligation of, the Lessee or any Affiliate of the Lessee under any of the Operative Agreements or Partnership Documents, or the falsity of any representation, warranty or certification of the Lessee or any Affiliate of the Lessee in any of the Operative Agreements or Partnership Documents to which it is a party or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith other than representations and warranties in the Tax Indemnity Agreement; (iv) the offer, sale or delivery of any Equipment Notes or Pass Through Certificates or any interest in the Trust Estate or in connection with a refinancing in accordance with the terms hereof; and (v) any violation of any law, rule, regulation or order by the Lessee or any Affiliate of Lessee or any Sublessee or any Pledged Equipment Lessee or any of their respective directors, officers, employees, agents or servants.

Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject Subject to the exclusions stated in Section 7.2(dparagraph (b) below, Lessee Xxxxx City agrees to indemnifyto, on an After-Tax Basis, protect, defend and hold harmless harmless, and does hereby indemnify the Owner Lessor, the Owner Participant, the Owner Manager, the OM Company, in its individual capacity, the Security Agent, the Lender, the Bondholder Trustee and the Lease Indenture Trustee and each Indemnified Person on of their respective successors, permitted assigns, agents, employees, servants, directors, members, managers, partners, officers and Affiliates (each an After-Tax Basis "INDEMNITEE") against Claims directly or indirectly resulting from or arising out any and all liabilities, obligations, losses, damages, penalties, actions, suits, costs, expenses and claims of or alleged to result from or arise out of any nature (whether or not any of the transactions contemplated by the Operative Documents are consummated) imposed on incurred or asserted against such Indemnified Person shall be indemnified as Indemnitee arising out of, in connection with, or relating to such Claim by any other Person but subject to Section 7.2(g)of the following (collectively, "CLAIMS"): (i) this Agreement or any other Operative Agreement or any Partnership Document or any of the transactions contemplated hereby or thereby or any Unit or Pledged Unit or other Collateral or the construction, financing, refinancing, acquisition, operation, warranty, ownership, possession, maintenance, repair, lease, operationcondition, possessionalteration, modification, improvementrestoration, abandonmentrefurbishing, usereturn, non-usepurchase, maintenancesale or other disposition, leaseinsuring, sublease, substitution, control, repair, storage, alteration, transfer or other application use or disposition, return, overhaul, testing, servicing, replacement or registration nonuse of any Unit or Pledged Unit (including, without limitation, injury, death or property damage of passengers, shippers or others, environmental control, noise and pollution regulations, the Facility or the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (including, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicableFacility Site, or any of the commodities, items portion or materials from time to time contained in any Unit Component thereof or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit or any other circumstances in connection with any Unit or Pledged Unit or the performance of any Unit or Pledged Unit or any risks relating theretointerest therein; (ii) the constructionconduct of the business or affairs of (x) Xxxxx City or (y) any Affiliate of Xxxxx City but, in the case of any such Affiliate, only at the Facility and Facility Site or in connection therewith; (iii) the manufacture, financing, refinancing, design, purchase, acceptance, rejection, delivery, non-delivery or condition of any Unit of, or improvement to, the Facility, the Facility Site or any Pledged Unit (including, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement); (iii) any act or omission (whether negligent or otherwise) or any breach of or failure to perform or observeComponent, or any other non-compliance with, portion of any covenant, condition or agreement to be performed by, or other obligation of, the Lessee thereof or any Affiliate of the Lessee under any of the Operative Agreements or Partnership Documents, or the falsity of any representation, warranty or certification of the Lessee or any Affiliate of the Lessee in any of the Operative Agreements or Partnership Documents to which it is a party or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith other than representations and warranties in the Tax Indemnity Agreementinterest therein; (iv) the offerFacility Lease or any other Operative Documents in respect of the Facility or the Facility Site, sale the execution or delivery thereof, or the performance, enforcement, attempted enforcement or any amendment, supplement or modification to, or any waiver (collectively, "AMENDMENTS") of any Equipment Notes terms thereof or Pass Through Certificates or any interest in the Trust Estate or in connection with a refinancing in accordance with the terms hereof; andthereto; (v) any violation Environmental Claim or any Environmental Condition resulting from the Facility, the Facility Site, or any Component (or portion of any lawComponent) thereof, ruleincluding any such Environmental Claim or Environmental Condition arising from or related to the operation of the Facility or any Component thereof; (vi) the reasonable costs and expenses of each Indemnitee in connection with Amendments or supplements of or to the Operative Documents (x) requested by Xxxxx City or required pursuant to the provisions of any Operative Document, regulation including under SECTION 12 hereof, or order (y) as a result of a Lease Event of Default under the Facility Lease that has occurred and is continuing; (vii) the imposition of any Lien other than, with respect to a particular Indemnitee, a Lien arising by or through such Indemnitee (or its agents, employees, servants or affiliates) that is prohibited under the Lessee terms of the Operative Documents; (viii) any violation by, or liability relating to, Xxxxx City, any Xxxxx City Party, the Facility or the Facility Site of, or under, any Requirement of Law, whether now or hereafter in effect (including Environmental Laws), or any action of any Governmental Authority or other Person taken with respect to the Facility or Facility Site, the Operative Documents or the interests of the Lease Indenture Trustee, the Security Agent, the Owner Lessor or the Owner Participant under the Operative Documents or the presence, use, storage, transportation, treatment or manufacture of any hazardous substance in, at, under or from the Facility or Facility Site; (ix) the nonperformance or breach by Xxxxx City or any Affiliate of Lessee any obligation contained in the Operative Documents or the falsity or inaccuracy of any representation or warranty of Xxxxx City or any Sublessee Affiliate in the Operative Documents; (x) the continuing fees (if any) and expenses of the Owner Manager, Owner Lessor, Owner Participant, the Bondholder Trustee, the Lender, the Security Agent and the Lease Indenture Trustee (including the reasonable fees and expenses of counsel, accountants and other professional persons) arising out of discharge of their duties under or in connection with the Operative Documents; (xi) the offer, issuance, sale or acquisition of the Lessor Notes or any Pledged Equipment Lessee Additional Lessor Notes, or, in each case, any refinancing thereof; (xii) any regulatory approvals or licenses (or any renewals thereof) including, without limitation, any obligations imposed by FERC in connection with the Facility or Facility Site; (a) any replacement, renewal or re-issuance of their respective directorsthe Debt Service Reserve Letter of Credit (and any applicable application or reimbursement agreement with respect thereto) and (b) to the extent relating to an issuer downgrade or the expiration of such letter of credit, officersany drawing thereunder (including interest accruing thereon); PROVIDED THAT, employeesin the event that the Facility Lease is terminated in accordance with its terms, agents or servantsthen the applicable Indemnitee shall refund to Xxxxx City any amounts on deposit in the Debt Service Reserve Account up to a maximum of those amounts previously paid by Xxxxx City prior to the termination of the Facility Lease as Supplemental Rent pursuant to this Section 10.1(a)(xiii)(b); (xiv) any and all fees, including interest accruing thereon, with respect to the Debt Service Reserve Letter of Credit, payable to such letter of credit issuer in excess of the Base DSRLC Costs; provided, however, that in no event shall the Facility Lessee be liable for Claims pursuant to this clause (xiv) for any amounts that are in excess of that amount which, when added to the Basic Lease Rent, together with all rent payable under the Facility Site Sublease, discounted at the Discount Rate, causes the present value to not satisfy the ninety percent (90%) test for operating lease treatments described in SECTION 4.16.

Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject Subject to the exclusions stated in Section 7.2(d) below20.2, Lessee agrees to indemnifythe Sublessee will, protect, defend and hold harmless each Indemnified Person on an Afterafter-Tax Basis tax basis, indemnify the Sublessor and its respective members, partners, agents, employees, servants and affiliates (each, a “Sublessor Indemnitee”) for, hold each Sublessor Indemnitee harmless from, and defend each Sublessor Indemnitee against, all liabilities, obligations, losses, damages, penalties, environmental claims, actions, suits, costs, expenses, judgments and claims of any nature (each, a “Claim,” and collectively, the “Claims”) that may be imposed on or asserted against Claims directly or indirectly resulting from or such Sublessor Indemnitee arising out of of, in connection with, or alleged relating to result from or arise out of (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.2(g)): (i) this Agreement or any other Operative Agreement or any Partnership Document or any of the transactions contemplated hereby or thereby or any Unit or Pledged Unit or other Collateral or the acquisition, ownership, lease, operation, possession, modification, improvement, abandonment, use, non-use, maintenance, lease, sublease, substitution, control, repair, storage, alteration, transfer or other application or disposition, return, overhaul, testing, servicing, replacement or registration of any Unit or Pledged Unit (including, without limitation, injury, death or property damage of passengers, shippers or others, environmental control, noise and pollution regulations, or the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, escape of or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (including, without limitation, costs of investigations or assessments, clean-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or any of the commodities, items or materials from time to time contained in any Unit or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit or any other circumstances in connection with any Unit or Pledged Unit or the performance of any Unit or Pledged Unit or any risks relating thereto;following: (iia) the construction, manufacture, financing, refinancing, acquisition, operation, warranty, ownership, possession, maintenance, repair, lease, condition, alteration, modification, restoration, refurbishing, return, purchase, sale or other disposition, insuring, sublease, or other use or non-use of the Facility, the Facility Site or any portion or component thereof or interest therein; (b) the conduct of the business or affairs of the Sublessee at the Facility and the Facility Site or in connection therewith; (c) the manufacture, design, purchase, acceptance, rejection, delivery, non-delivery or condition of any Unit of, or improvement to, the Facility, the Facility Site or any Pledged Unit portion or component thereof or interest therein; (includingd) any Facility Sublease Document, without limitationthe execution, latent delivery, performance or enforcement thereof or any amendment, supplement or modification to, or any waiver, thereof or thereto; (e) the Environmental Condition of, or any Release of Hazardous Materials from the Facility, the Facility Site or any portion or component thereof; (f) the reasonable documented costs and other defectsexpenses of each Sublessor Indemnitee incurred in connection with any modification, amendment, supplement to, or any waiver to the Facility Sublease documents or any Operative Document (whether or not discoverable, and any claim for patent, trademark or copyright infringemententered into); (iiig) the imposition of any lien other than, with respect to a particular Sublessor Indemnitee, a lien arising by or through such Sublessor Indemnitee (or its agents, employees, servants or affiliates) that is prohibited under the terms of the Facility Lease documents; (h) any act violation by, or omission liability relating to, the Sublessee of, or under, any applicable law, whether now or hereafter in effect (whether negligent or otherwise) or any breach of or failure including those relating to perform or observethe environment), or any action of any governmental body or other non-compliance withperson taken with respect to the Facility, the Facility Site, any covenant, condition Facility Sublease Document or agreement to be performed by, or other obligation of, the Lessee or interests of any Affiliate of Sublessor Indemnitee under the Lessee under any of the Operative Agreements or Partnership Facility Sublease Documents, or the falsity presence, release, generation, management, recycling, use, storage, transportation, treatment or manufacture of any representationHazardous Materials in, warranty at, under or certification of from the Lessee Facility, the Facility Site or any Affiliate of the Lessee in any of the Operative Agreements portion or Partnership Documents to which it is a party or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith other than representations and warranties in the Tax Indemnity Agreementcomponent thereof; (ivi) failure to obtain the KeySpan Release (as such term is defined in the MISPA) of the guaranty issued by the Guarantor to the New York Department of Public Service on August 5, 2005 in connection with the decommissioning of the Facility, or the failure by the Sublessee or its relevant Affiliate to maintain or comply with the terms of any replacement guaranty, letter of credit or other form of security posted by the Sublessee or such Affiliate in connection with the KeySpan Release of such guaranty; (j) the offer, sale nonperformance or delivery breach by the Sublessee of any Equipment Notes obligation contained in any Facility Sublease Document; (k) the continuing fees (if any) and expenses of any Financing Party acting as a trustee or Pass Through Certificates or any interest in agent (including the Trust Estate reasonable, documented out of pocket fees and expenses of its counsel, accountants and other professional persons) arising out of discharge of its duties under or in connection with a refinancing in accordance with the terms hereofOperative Documents; and (vl) in any violation of any lawother way relating to the Facility Lease or the Facility Sublease, rule, regulation or order the transaction contemplated by the Lessee or any Affiliate of Lessee or any Sublessee or any Pledged Equipment Lessee or any of their respective directors, officers, employees, agents or servantsFacility Sublease Documents.

Claims Indemnified. Whether or not any Unit is accepted under the Lease, or the Closing occurs, and subject Subject to the exclusions stated set forth in Section 7.2(d12.1(b) belowand except as provided in Section 12.1(g), Lessee the Company agrees to indemnify, protect, defend and hold harmless harmless, and does hereby indemnify each Indemnified Person on of the other Funding Parties, Wilmington Trust Company (in its individual capacity), the Lead Arranger and the Certificateholders and each such Person’s respective successors, assigns, agents, servants, shareholders, members, partners, directors, officers, employees and Affiliates of each of the foregoing (each an After-Tax Basis “Indemnitee”) from and against any and all Claims directly (whether or indirectly not any of the transactions contemplated by the Operative Documents are consummated) imposed on, incurred or suffered by or asserted against such Indemnitee in any way relating to or resulting from or arising out of or alleged to result from attributable to, in whole or arise out of (whether or not such Indemnified Person shall be indemnified as to such Claim by any other Person but subject to Section 7.2(g)):in part: (i) this Agreement or any other Operative Agreement or any Partnership Document or any the construction, financing (including the making of the transactions contemplated hereby or thereby or any Unit or Pledged Unit or other Collateral or Equity Contributions and the offering and issuance of the Lessor Notes and the Certificates), refinancing, acquisition, operation, rebuilding, warranty, ownership, lease, operationuse, possession, modificationmaintenance, improvement, abandonment, use, non-use, maintenancerepair, lease, sublease, substitution, control, repair, storagecondition, alteration, transfer or other application or dispositionmodification, restoration, refurbishing, return, overhaulpurchase, testingsale or other disposition, servicinginsuring, replacement or registration of any Unit or Pledged Unit (including, without limitation, injury, death or property damage of passengers, shippers or others, environmental control, noise and pollution regulationssublease, or the presence, discharge, treatment, storage, handling, generation, disposal, spillage, release, escape of other use or exposure of any Person or thing to (directly or indirectly) Hazardous Substances or damage to the environment (including, without limitation, costs of investigations or assessments, cleannon-up costs, response costs, remediation costs, removal costs, restoration costs, monitoring costs, costs of corrective actions and natural resource damages)) whether or not in compliance with the terms use of the Lease or Facility, the Collateral Agency Agreement, as applicable, Site or any of the commodities, items or materials from time to time contained in any Unit or Pledged Unit, whether or not in compliance with the terms of the Lease or the Collateral Agency Agreement, as applicable, or the inadequacy of any Unit or Pledged Unit or deficiency or defect in any Unit or Pledged Unit Component or any other circumstances in connection with any Unit or Pledged Unit or the performance of any Unit or Pledged Unit portion thereof or any risks relating theretointerest therein; (ii) the construction, conduct of the business or affairs of the Company at the Facility and the Site; (iii) the manufacture, financing, refinancing, design, purchase, acceptance, rejection, delivery, non-delivery or condition of any Unit of, or improvement to, the Facility, the Site or any Pledged Unit (including, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement); (iii) any act or omission (whether negligent or otherwise) or any breach of or failure to perform or observeComponent, or any other non-compliance with, portion of any covenant, condition or agreement to be performed by, or other obligation of, the Lessee thereof or any Affiliate of the Lessee under any of the Operative Agreements or Partnership Documents, or the falsity of any representation, warranty or certification of the Lessee or any Affiliate of the Lessee in any of the Operative Agreements or Partnership Documents to which it is a party or in any document or certificate delivered by the Lessee or any Affiliate of the Lessee in connection therewith other than representations and warranties in the Tax Indemnity Agreementinterest therein; (iv) the offerFacility Lease, sale the Site Lease, the Site Sublease or any other Transaction Document, the execution or delivery thereof or the performance, enforcement, attempted enforcement or amendment, supplement or modification of any Equipment Notes terms thereof, or Pass Through Certificates the transactions contemplated thereby or resulting therefrom; (v) the reasonable costs and expenses of any Indemnitee (including the reasonable fees and expenses of their respective counsels) incurred in connection (A) with amendments, modifications, consents, waivers or supplements to the Transaction Documents whether or not such amendment, modification, consent, waiver or supplement is consummated, (B) any Event of Loss (including any Regulatory Event of Loss) or Deemed Loss or (C) any Company Event of Default; (vi) the imposition of any Lien other than, with respect to a particular Indemnitee, a Lien arising by or through such Indemnitee or a Related Party (or any of their agents, employees, servants or Affiliates) that is prohibited by the terms of this Agreement or any other Operative Document; (vii) any violation by, or liability relating to the Company of, or under, any Applicable Laws, whether now or hereafter in effect, or any action of any Governmental Authority or other Person taken with respect to the Facility or the Site, the Transaction Documents or the interest of any Indemnitee under the Transaction Documents; (viii) the non-performance or breach by the Company of any obligation contained in this Agreement or any other Transaction Document to which the Company is a party or the falsity or inaccuracy of any representation or warranty of the Company contained in this Agreement or any other Transaction Document; (ix) the applications of Part 4 and 5 of Subtitle B of Title I of ERISA (including any penalties under Section 502(i) of ERISA) and any excise taxes, charges or penalties under Section 4975 of the Code; (x) the offer or sale of any interest in the Trust Estate Member Interest, the Equity Contributions, the Lessor Notes or the Certificates, or the making of Equity Contributions and the offering and issuance of the Lessor Notes and the Certificates, in accordance with the Operative Documents; (xi) any Breakage Cost payable pursuant to any Operative Document and any Forward Fix Adjustment and Breakage Costs incurred under the Forward Fix Transaction Documents; (xii) the continuing fees (if any) and expenses of the Independent Manager, the Indenture Trustee, the Pass Through Trustees and the Depositary Bank (including the reasonable fees and expenses of their respective counsel, accountants and other professional persons) and of the Engineering Consultant, the Appraiser, the Market and Fuel Consultant, the Environmental Consultant and the Insurance Consultant arising out of the discharge of their respective duties under or in connection with a refinancing the Transaction Documents (including the preparation of any reports or certificates); (xiii) the costs and expenses of any Indemnitee (including the fees and expenses of their respective counsel) incurred in accordance connection with the terms hereofenforcement or preservation of any rights against the Company under any Operative Document; and (vxiv) in any violation of any lawother way relating to the Facility, rule, regulation or order by the Lessee or any Affiliate of Lessee or any Sublessee or any Pledged Equipment Lessee or any of their respective directors, officers, employees, agents or servantsSite and the Transaction Documents.