Common use of Claims Indemnified Clause in Contracts

Claims Indemnified. Subject to the exclusions stated in paragraph (b) below, the Facility Lessee agrees to indemnify, protect, defend and hold 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 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 "Indemnitee") against any and all Claims (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 attributable to: the construction, 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 or condition of, or improvement to, the Facility, the Facility Site, or any Component, or any portion of any thereof or any interest therein; the Facility Lease, the Facility Site Lease, the Facility Site Sublease, or any other Operative 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 such Environmental Condition existing prior to the Closing Date; the offer, issuance, sale, acquisition or 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 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 liability relating to, the Facility Lessee or any 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 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 Document or the falsity or inaccuracy of any representation, warranty or obligation of any such Person contained in this Agreement or any other Operative Document; the continuing fees (if any) and expenses of the Owner Lessor and the Lessor Manager (including the reasonable compensation and expenses of their respective counsel) arising out of the Owner Lessor's discharge of its duties under or in connection with the Operative Documents (other than the Facility Lease and the Facility Site Lease); the continuing fees (if any) and expenses of the Lease Indenture Company, the Indenture Trustee, the Pass Through Company, the Pass Through Trustees, (including the reasonable compensation and expenses of their respective counsel, accountants 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, to the extent relating to or resulting from or arising out of or attributable to any of the following, is excluded from the Facility Lessee's obligations to indemnify, defend, protect and hold harmless any Indemnitee under this Section 9.1:

Claims Indemnified. Subject to the exclusions stated in paragraph (b) below, the Facility Lessee agrees to indemnify, protect, defend and hold 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 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 "Indemnitee") against any and all Claims (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 attributable to: the construction, 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, 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 or condition of, or improvement to, the Facility, the Facility Site, Site or any Component, or any portion of any thereof or any interest therein; the Facility Lease, the Facility Site Lease, the Facility Site Sublease, or any other Operative 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, Facility or the Facility Site or any Component, or any portion thereof, including, for the avoidance of doubt, any such Environmental Condition existing prior to the Closing Date; the offer, issuance, sale, acquisition or 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 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 liability relating to, the Facility Lessee or any 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 Documents, the FILOT Lease or the interests of the 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 or Lessee, any Calpine Party or the County of any obligation contained in this Agreement or any other Operative Document or the FILOT Lease or the falsity or inaccuracy of any representation, warranty or obligation of any such Person contained in this Agreement or any other Operative DocumentDocument or the FILOT Lease; the continuing fees (if any) and expenses of the Owner Lessor and the Lessor Manager (including the reasonable compensation and expenses of their respective counsel) arising out of the Owner Lessor's discharge of its duties under or in connection with the Operative Documents or the FILOT Lease (other than the Facility Lease, the Facility Site Lease, the FILOT Lease and the Springing Facility Site Lease); the continuing fees (if any) and expenses of the Lease Indenture Company, the Indenture Trustee, the Pass Through Company, the Pass Through Trustees, (including the reasonable compensation and expenses of their respective counsel, accountants and other professional persons) arising out of the discharge of their respective duties as provided in the Operative DocumentsDocuments or the FILOT Lease; or any Applicable Permits including any obligations imposed by FERC in connection with the Facility or the Facility Site. Claims Excluded. Any Claim, to the extent relating to or resulting from or arising out of or attributable to any of the following, is excluded from the Facility Lessee's obligations to indemnify, defend, protect and hold harmless any Indemnitee under this Section 9.1:.

Claims Indemnified. Subject to the exclusions stated in paragraph (b) below, the Facility Lessee agrees to indemnify, protect, defend and hold 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 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 "Indemnitee") against any and all Claims (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 attributable to: the construction, 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, 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 or condition of, or improvement to, the Facility, the Facility Site, Site or any Component, or any portion of any thereof or any interest therein; the Facility Lease, the Facility Site Lease, the Facility Site Sublease, or any other Operative 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, Facility or the Facility Site or any Component, or any portion thereof, including, for the avoidance of doubt, any such Environmental Condition existing prior to the Closing Date; the offer, issuance, sale, acquisition or 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 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 liability relating to, the Facility Lessee or any 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 Documents, the FILOT Lease or the interests of the 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 or Lessee, any Calpine Party or the County of any obligation contained in this Agreement or any other Operative Document or the FILOT Lease or the falsity or inaccuracy of any representation, warranty or obligation of any such Person contained in this Agreement or any other Operative DocumentDocument or the FILOT Lease; the continuing fees (if any) and expenses of the Owner Lessor and the Lessor Manager (including the reasonable compensation and expenses of their respective counsel) arising out of the Owner Lessor's discharge of its duties under or in connection with the Operative Documents or the FILOT Lease (other than the Facility Lease, the Facility Site Lease, the FILOT Lease and the Springing Facility Site Lease); the continuing fees (if any) and expenses of the Lease Indenture Company, the Indenture Trustee, the Pass Through Company, the Pass Through Trustees, (including the reasonable compensation and expenses of their respective counsel, accountants and other professional persons) arising out of the discharge of their respective duties as provided in the Operative DocumentsDocuments or the FILOT Lease; or any Applicable Permits including any obligations imposed by FERC in connection with the Facility or the Facility Site. Claims Excluded. Any Claim, to the extent relating to or resulting from or arising out of or attributable to any of the following, is excluded from the Facility Lessee's obligations to indemnify, defend, protect and hold harmless any Indemnitee under this Section 9.1:.

Claims Indemnified. Subject to the exclusions stated in paragraph (b) below, the Facility Lessee agrees to indemnify, protect, defend and hold 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 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 "Indemnitee") against any and all Claims (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 attributable to: the construction, 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 Facility, the Easement or the Facility Site; the manufacture, design, purchase, acceptance, rejection, delivery or condition of, or improvement to, the Facility, the Facility Site, the Easement or any Component, or any portion of any thereof or any interest therein; the Facility Lease, the Facility Site Lease, the Facility Site Sublease, or any other Operative 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, Facility or the Facility Site or the Easement or any Component, or any portion thereof, including, for the avoidance of doubt, any such Environmental Condition existing prior to the Closing Date; the offer, issuance, sale, acquisition or 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 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 liability relating to, the Facility Lessee or any 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 Documents, the South Point Ground Lease or the interests of the 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 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 or Lessee, any Calpine Party or the Tribe of any obligation contained in this Agreement or any other Operative Document or the South Point Ground Lease or the falsity or inaccuracy of any representation, warranty or obligation of any such Person contained in this Agreement or any other Operative DocumentDocument or the South Point Ground Lease; the continuing fees (if any) and expenses of the Owner Lessor and the Lessor Manager (including the reasonable compensation and expenses of their respective counsel) arising out of the Owner Lessor's discharge of its duties under or in connection with the Operative Documents or the South Point Ground Lease (other than the Facility Lease and the Facility Site Lease); the continuing fees (if any) and expenses of the Lease Indenture Company, the Indenture Trustee, the Pass Through Company, the Pass Through Trustees, (including the reasonable compensation and expenses of their respective counsel, accountants and other professional persons) arising out of the discharge of their respective duties as provided in the Operative DocumentsDocuments 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, to the extent relating to or resulting from or arising out of or attributable to any of the following, is excluded from the Facility Lessee's obligations to indemnify, defend, protect and hold harmless any Indemnitee under this Section 9.1:

Claims Indemnified. Subject to the exclusions stated in paragraph (b) below, the Facility Lessee agrees to indemnify, protect, defend and hold 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 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 "Indemnitee") against any and all Claims (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 attributable to: the construction, 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 Facility, the Easement or the Facility Site; the manufacture, design, purchase, acceptance, rejection, delivery or condition of, or improvement to, the Facility, the Facility Site, the Easement or any Component, or any portion of any thereof or any interest therein; the Facility Lease, the Facility Site Lease, the Facility Site Sublease, or any other Operative 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, Facility or the Facility Site or the Easement or any Component, or any portion thereof, including, for the avoidance of doubt, any such Environmental Condition existing prior to the Closing Date; the offer, issuance, sale, acquisition or 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 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 liability relating to, the Facility Lessee or any 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 Documents, the South Point Ground Lease or the interests of the 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 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 or Lessee, any Calpine Party or the Tribe of any obligation contained in this Agreement or any other Operative Document or the South Point Ground Lease or the falsity or inaccuracy of any representation, warranty or obligation of any such Person contained in this Agreement or any other Operative DocumentDocument or the South Point Ground Lease; the continuing fees (if any) and expenses of the Owner Lessor and the Lessor Manager (including the reasonable compensation and expenses of their respective counsel) arising out of the Owner Lessor's discharge of its duties under or in connection with the Operative Documents or the South Point Ground Lease (other than the Facility Lease and the Facility Site Lease); the continuing fees (if any) and expenses of the Lease Indenture Company, the Indenture Trustee, the Pass Through Company, the Pass Through Trustees, (including the reasonable compensation and expenses of their respective counsel, accountants 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, to the extent relating to or resulting from or arising out of or attributable to any of the following, is excluded from the Facility Lessee's obligations to indemnify, defend, protect and hold harmless any Indemnitee under this Section 9.1:professional

Claims Indemnified. Subject to the exclusions stated in paragraph (b) below, the Facility Lessee agrees to indemnify, protect, defend and hold 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 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 "Indemnitee") against any and all Claims (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 attributable to: the construction, 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 or condition of, or improvement to, the Facility, the Facility Site, or any Component, or any portion of any thereof or any interest therein; the Facility Lease, the Facility Site Lease, the Facility Site Sublease, or any other Operative 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 such Environmental Condition existing prior to the Closing Date; the offer, issuance, sale, acquisition or 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 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 liability relating to, the Facility Lessee or any 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 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 Document or the falsity or inaccuracy of any representation, warranty or obligation of any such Person contained in this Agreement or any other Operative Document; the continuing fees (if any) and expenses of the Owner Lessor and the Lessor Manager (including the reasonable compensation and expenses of their respective counsel) arising out of the Owner Lessor's discharge of its duties under or in connection with the Operative Documents (other than the Facility Lease and the Facility Site Lease); the continuing fees (if any) and expenses of the Lease Indenture Company, the Indenture Trustee, the Pass Through Company, the Pass Through Trustees, (including the reasonable compensation and expenses of their respective counsel, accountants 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, to the extent relating to or resulting from or arising out of or attributable to any of the following, is excluded from the Facility Lessee's obligations to indemnify, defend, protect and hold harmless any Indemnitee under this Section 9.1: