Common use of Indemnification; Bankruptcy Clause in Contracts

Indemnification; Bankruptcy. Each of the Company and the Guarantors, by each such party’s consent hereto, hereby, jointly and severally, agrees to indemnify the Collateral Agent and each Secured Party and, in their capacity as such, their officers, directors, shareholders, controlling persons, employees, agents and servants (each “Indemnified Party”) from and against any and all claims, damages, losses, liabilities, obligations, penalties, actions, causes of action, judgments, suits, costs, expenses or disbursements (including, without limitation, reasonable attorneys’ and consultants’ fees and expenses) (collectively “Damages”) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any Indemnified Party (or which may be claimed against any Indemnified Party by any Person) by reason of, in connection with or in any way relating to or arising out of, (a) any Transaction Document, (b) any action taken or omitted by the Collateral Agent in compliance with the provisions of this Agreement, (c) any claim for brokerage fees or commissions in connection with any transaction contemplated by the Transaction Documents, (d) any claim based on any misstatement or inaccuracy in or omission from any disclosure provided by any of Atlantic Power Corporation, the Company, any Guarantor or any of their respective representatives in connection with the Subordinated Notes, the Convertible Debentures or the Loans, (e) any costs, losses, expenses or damages in connection with the presence, release or threatened release or disposal of hazardous material provided that the Company and the Guarantors will not be liable to any Indemnified Party for any portion of such claims, liabilities, obligations, losses, damages, penalties, judgments, costs, expenses or disbursements resulting from such Indemnified Party’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. The Company and the Guarantors further shall, upon demand by any Indemnified Party, pay to such Indemnified Party all reasonable costs and expenses incurred by such Indemnified Party in enforcing any rights under the Transaction Documents, including reasonable fees and expenses of counsel. The agreements in this Section 11(a) shall survive the payment or satisfaction in full of the Revolving Secured Obligations, the Term Loan Secured Obligations, the Subordinated Secured Obligations, the Convertible Secured Obligations and the Other Secured Obligations and the resignation or removal of the Collateral Agent or the termination of this Agreement.

Indemnification; Bankruptcy. Each of the Company and the Guarantors, by each such party’s consent hereto, hereby, jointly and severally, agrees (a) The Senior Parties severally agree to indemnify the Collateral Agent and its agents and attorneys-in-fact, each Secured in its capacity as such (to the extent not reimbursed by the Partnership and without limiting the obligation of the Partnership to do so), ratably according to the aggregate amounts of their respective Finance Liabilities on the date the activities giving rise to the Collateral Agent's demand for indemnification occurred, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time be imposed on, incurred by or asserted against the Collateral Agent in its capacity as such in any way relating to or arising out of this Agreement or the other Financing Documents to which the Collateral Agent is a party, or the performance of its duties as Collateral Agent hereunder or thereunder or any action taken or omitted by the Collateral Agent in its capacity as such under or in connection with any of the foregoing (including, but not limited to, any claim that the Collateral Agent is the owner or operator of any of the Project and liable as such pursuant to any Environmental Laws); PROVIDED that the Senior Parties shall not be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent that any of the foregoing result from the Collateral Agent's gross negligence or willful misconduct. The agreements in this SECTION 6.4(A) shall survive the payment or satisfaction in full of the Finance Liabilities and the resignation or removal of the Collateral Agent or the termination of this Agreement. (b) Without limiting the obligations of the Partnership under any other Financing Document, the Partnership indemnifies the Collateral Agent and each other Senior Party and, in their capacity as such, their officers, directors, shareholders, controlling persons, employees, agents and servants (each “Indemnified Party”an "INDEMNIFIED PARTY") from and against any and all claims, damages, losses, liabilities, obligations, penalties, actions, causes of action, judgments, suits, costs, expenses or disbursements (including, without limitation, reasonable attorneys’ ' and consultants’ ' fees and expenses) (collectively “Damages”"DAMAGES") of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any Indemnified Party (or which may be claimed against any Indemnified Party by any Person) by reason of, in connection with or in any way relating to or arising out of, (a) of any Transaction Document, (b) any action taken or omitted by the Collateral Agent in compliance with the provisions of this Agreement, (c) or any claim for brokerage fees other documents or commissions transactions in connection with any transaction contemplated by the Transaction Documentsor relating thereto (including, (d) any claim based on any misstatement or inaccuracy in or omission from any disclosure provided by any of Atlantic Power Corporationwithout limitation, the Company, any Guarantor or any of their respective representatives in connection with the Subordinated Notes, the Convertible Debentures or the Loans, (e) any costs, losses, expenses or damages Damages in connection with the presence, release or threatened release of Environmentally Regulated Materials at, on, under, to or from the Project or any disposal of hazardous material provided that sites to which wastes from the Company and Project have been taken), unless due to the Guarantors will not be liable to any Indemnified Party for any portion of such claims, liabilities, obligations, losses, damages, penalties, judgments, costs, expenses or disbursements resulting from such Indemnified Party’s gross negligence or willful misconduct as finally determined by a court of competent jurisdictionsuch Indemnified Party. The Company and the Guarantors Partnership further shall, upon demand by any Indemnified Party, pay to such Indemnified Party all reasonable costs and expenses incurred by such Indemnified Party in enforcing any rights under any of the Transaction Documents, including reasonable fees and expenses of counsel. The agreements in this Section 11(aSECTION 6.4(B) shall survive the payment or satisfaction in full of the Revolving Secured Obligations, the Term Loan Secured Obligations, the Subordinated Secured Obligations, the Convertible Secured Obligations and the Other Secured Obligations Finance Liabilities and the resignation or removal of the Collateral Agent or the termination of this Agreement. (c) The Senior Parties hereby agree that, except upon the written consent of the Required Senior Parties, (i) no Senior Party shall authorize the Partnership to commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to the Partnership or debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Partnership or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against the Partnership to make a general assignment for the benefit of any Senior Party or any other creditor of the Partnership, and (ii) none of the Senior Parties shall commence or join with any other Person (other than upon the written consent of the Required Senior Parties) in commencing any proceeding against the Partnership under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction.

Indemnification; Bankruptcy. (a) Each of the Company and the GuarantorsInvestor, by each such party’s its consent hereto, hereby, jointly and severally, hereby agrees to indemnify the Collateral Agent and each Secured Party andAgent, in their its capacity as such, their its officers, directors, shareholders, controlling persons, employees, agents and servants (each “Indemnified Party”) from and against any and all claims, damages, losses, liabilities, obligations, penalties, actions, causes of action, judgments, suits, costs, expenses or disbursements (including, without limitation, reasonable attorneys’ and consultants’ fees and expenses) (collectively “Damages”) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any Indemnified Party (or which may be claimed against any Indemnified Party by any Person) by reason of, in connection with or in any way relating to or arising out of, (ai) any Transaction Document, (bii) any action taken or omitted by the Collateral Agent in compliance with the provisions of this Agreement, Agreement and the other Transaction Documents or (c) any claim for brokerage fees or commissions in connection with any transaction contemplated by the Transaction Documents, (diii) any claim based on any misstatement or misstatement, inaccuracy in or omission from in any disclosure oral or written information provided by any of Atlantic Power Corporation, the Company, any Guarantor Collateral Agent or any of their respective its representatives in connection with the Subordinated Notesthis Agreement, the Convertible Debentures Collateral, the Notes or the Loansother Transaction Documents, (e) any costs, losses, expenses or damages in connection with the presence, release or threatened release or disposal of hazardous material provided that the Company and the Guarantors each Investor will not be liable to any Indemnified Party for any portion of such claims, liabilities, obligations, losses, damages, penalties, judgments, costs, expenses or disbursements resulting from such Indemnified Party’s gross negligence or willful misconduct as finally determined in a final, non-appealable judgment by a court of competent jurisdiction. (b) Nothing contained herein shall limit or restrict the independent right of any Investor to initiate an action or actions in any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar proceeding in its individual capacity and to appear or be heard on any matter before the bankruptcy or other applicable court in any such proceeding, including, without limitation, with respect to any question concerning post-petition financing arrangements. The Company Collateral Agent is not entitled to initiate such actions on behalf of any Investor or to appear and be heard on any matter before the Guarantors further shall, upon demand by bankruptcy or other applicable court in any Indemnified Party, pay to such Indemnified Party all reasonable costs and expenses incurred by such Indemnified Party in enforcing proceeding as the representative of any rights under the Transaction Documents, including reasonable fees and expenses of counselInvestor. The agreements Collateral Agent is not authorized in this Section 11(a) any such proceeding to enter into any agreement for, or give any authorization or consent with respect to, the post-petition usage of the Collateral, unless such agreement, authorization or consent has been approved in writing by the Required Holders. This Agreement shall survive the payment commencement of any such bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or satisfaction in full of the Revolving Secured Obligations, the Term Loan Secured Obligations, the Subordinated Secured Obligations, the Convertible Secured Obligations and the Other Secured Obligations and the resignation liquidation or removal of the Collateral Agent or the termination of this Agreementsimilar proceeding.

Indemnification; Bankruptcy. Each (a) The Issuer and the Guarantors jointly and severally agree to indemnify each of the Company and Collateral Agent, the GuarantorsTrustee, by the Working Capital Agent, each such party’s consent hereto, hereby, jointly and severally, agrees to indemnify the Collateral Senior Secured Debt Agent and each other Secured Party and, in their capacity as such, their officers, directors, shareholders, controlling persons, employees, agents and servants (each “an "Indemnified Party”") from and against any and all claims, damages, losses, liabilities, obligations, penalties, actions, causes of action, judgments, suits, costs, expenses or disbursements (including, without limitation, reasonable attorneys’ ' and consultants’ ' fees and expenses) (collectively “"Damages”") of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any Indemnified Party (or which may be claimed against any Indemnified Party by any Person) by reason of, in connection with or in any way relating to or arising out of, (a) of any Transaction Document, (b) any action taken Collateral Document or omitted by the Collateral Agent in compliance with the provisions of this Agreementany other Security Document, (c) Financing Document, any claim for brokerage fees Intercreditor Collateral, or commissions any other documents or transactions in connection with any transaction contemplated by the Transaction Documentsor relating thereto (including, (d) any claim based on any misstatement or inaccuracy in or omission from any disclosure provided by any of Atlantic Power Corporationwithout limitation, the Company, any Guarantor or any of their respective representatives Damages in connection with environmental compliance) unless due to the Subordinated Notes, the Convertible Debentures or the Loans, (e) any costs, losses, expenses or damages in connection with the presence, release or threatened release or disposal of hazardous material provided that the Company and the Guarantors will not be liable to any Indemnified Party for any portion of such claims, liabilities, obligations, losses, damages, penalties, judgments, costs, expenses or disbursements resulting from such Indemnified Party’s gross negligence or willful misconduct as finally determined by a court of competent jurisdictionsuch Indemnified Party. The Company Issuer and the Guarantors further shall, upon demand by any Indemnified Party, pay to such Indemnified Party all reasonable costs and expenses incurred by such Indemnified Party in enforcing any rights under the Transaction Documents, Financing Documents, Collateral Documents or any other Security Documents, including reasonable fees and expenses of counsel. The agreements in For purposes of this Section 11(a) shall survive the payment or satisfaction in full of the Revolving Secured Obligations), the Term Loan term "Secured ObligationsParty" shall include, but shall not be limited to, each Person for whom the Trustee, the Subordinated Working Capital Agent and each Senior Secured Obligations, Debt Agent acts as trustee or agent subject to limitations on individual rights of action and other similar limitations set forth in the Convertible Secured Obligations and the Other Secured Obligations and the resignation or removal of the Collateral Agent or the termination of this Agreementrelevant Financing Documents.

Indemnification; Bankruptcy. (a) Each of the Company and the GuarantorsInvestor, by each such party’s its consent hereto, hereby, jointly and severally, hereby agrees to indemnify the Collateral Agent and each Secured Party andAgent, in their its capacity as such, their its officers, directors, shareholders, controlling persons, employees, agents and servants (each “Indemnified Party”) from and against any and all claims, damages, losses, liabilities, obligations, penalties, actions, causes of action, judgments, suits, costs, expenses or disbursements (including, without limitation, reasonable attorneys’ and consultants’ fees and expenses) (collectively “Damages”) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any Indemnified Party (or which may be claimed against any Indemnified Party by any Person) by reason of, in connection with or in any way relating to or arising out of, (ai) any Transaction Document, (bii) any action taken or omitted by the Collateral Agent in compliance with the provisions of this Agreement, (c) any claim for brokerage fees or commissions in connection with any transaction contemplated by Agreement and the Transaction Documents, Documents or (diii) any claim based on any misstatement or misstatement, inaccuracy in or omission from in any disclosure oral or written information provided by any of Atlantic Power Corporation, the Company, any Guarantor Collateral Agent or any of their respective its representatives in connection with the Subordinated Notesthis Agreement, the Convertible Debentures Collateral, the Notes or the Loansother Transaction Documents, (e) any costs, losses, expenses or damages in connection with the presence, release or threatened release or disposal of hazardous material provided that the Company and the Guarantors each Investor will not be liable to any Indemnified Party for any portion of such claims, liabilities, obligations, losses, damages, penalties, judgments, costs, expenses or disbursements resulting from such Indemnified Party’s gross negligence or willful misconduct as finally determined in a final, non-appealable judgment by a court of competent jurisdiction. (b) Nothing contained herein shall limit or restrict the independent right of any Investor to initiate an action or actions in any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar proceeding in its individual capacity and to appear or be heard on any matter before the bankruptcy or other applicable court in any such proceeding, including, without limitation, with respect to any question concerning post-petition financing arrangements. The Company Collateral Agent is not entitled to initiate such actions on behalf of any Investor or to appear and be heard on any matter before the Guarantors further shall, upon demand by bankruptcy or other applicable court in any Indemnified Party, pay to such Indemnified Party all reasonable costs and expenses incurred by such Indemnified Party in enforcing proceeding as the representative of any rights under the Transaction Documents, including reasonable fees and expenses of counselInvestor. The agreements Collateral Agent is not authorized in this Section 11(a) any such proceeding to enter into any agreement for, or give any authorization or consent with respect to, the post-petition usage of the Collateral, unless such agreement, authorization or consent has been approved in writing by the Required Holders. This Agreement shall survive the payment commencement of any such bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or satisfaction in full of the Revolving Secured Obligations, the Term Loan Secured Obligations, the Subordinated Secured Obligations, the Convertible Secured Obligations and the Other Secured Obligations and the resignation liquidation or removal of the Collateral Agent or the termination of this Agreementsimilar proceeding.

Indemnification; Bankruptcy. Each of the Company and the Guarantors(a) The Company, by each such party’s its consent hereto, hereby, jointly and severally, hereby agrees to indemnify the Collateral Agent and each Secured Party Holder and, in their capacity as such, their officers, directors, shareholders, controlling persons, employees, agents and servants (each “"Indemnified Party”") from and against any and all claims, damages, losses, liabilities, obligations, penalties, actions, causes of action, judgments, suits, costs, expenses or disbursements (including, without limitation, reasonable attorneys’ ' and consultants’ ' fees and expenses) (collectively “"Damages”") of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any Indemnified Party (or which may be claimed against any Indemnified Party by any Person) by reason of, in connection with or in any way relating to or arising out of, (a) any Transaction Document, (b) any action taken Collateral or omitted by the Collateral Agent in compliance with the provisions of this Agreement, (c) any claim for brokerage fees other documents or commissions transactions in connection with any transaction contemplated by or relating thereto, unless due to the Transaction Documents, (d) any claim based on any misstatement or inaccuracy in or omission from any disclosure provided by any of Atlantic Power Corporation, the Company, any Guarantor or any of their respective representatives in connection with the Subordinated Notes, the Convertible Debentures or the Loans, (e) any costs, losses, expenses or damages in connection with the presence, release or threatened release or disposal of hazardous material provided that the Company and the Guarantors will not be liable to any Indemnified Party for any portion of such claims, liabilities, obligations, losses, damages, penalties, judgments, costs, expenses or disbursements resulting from such Indemnified Party’s gross negligence or willful misconduct as finally determined by a court of competent jurisdictionsuch Indemnified Party. The Company and the Guarantors further shall, upon demand by any Indemnified Party, pay to such Indemnified Party all reasonable costs and expenses incurred by such Indemnified Party in enforcing any rights under the Transaction Documents, including reasonable fees and expenses of counsel. If the Company fails to indemnify the Collateral Agent for any Damages for which the Company is obligated to indemnify the Collateral Agent under this Section 9(a), promptly after demand therefor, each Holder, severally ------------ and not jointly, agrees to pay to the Collateral Agent its pro rata share, in accordance with the respective outstanding amounts of the Obligations owed to it, of the amount of such Damages that have not been paid by the Company. The agreements in this Section 11(a9(a) shall survive the payment or satisfaction in ------------ full of the Revolving Secured Obligations, the Term Loan Secured Obligations, the Subordinated Secured Obligations, the Convertible Secured Obligations and the Other Secured Obligations and the resignation or removal of the Collateral Agent or the termination of this Agreement. (b) Nothing contained herein shall limit or restrict the independent right of any Holder to initiate an action or actions in any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar proceeding in its individual capacity and to appear or be heard on any matter before the bankruptcy or other applicable court in any such proceeding, including, without limitation, with respect to any question concerning post-petition financing arrangements. The Collateral Agent is not entitled to initiate such actions on behalf of any Holder or to appear and be heard on any matter before the bankruptcy or other applicable court in any such proceeding as the representative of any Holder. The Collateral Agent is not authorized in any such proceeding to enter into any agreement for, or give any authorization or consent with respect to, the post-petition usage of Collateral, unless such agreement, authorization or consent has been approved in writing by the Required Holder(s). This Agreement shall survive the commencement of any such bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar proceeding.

Indemnification; Bankruptcy. Each of (a) The Secured Parties other than the Company Bond Trustee and the Guarantors, by each such party’s consent hereto, hereby, Depositary Bank jointly and severally, agrees severally agree to indemnify the Collateral Agent and its agents and attorneys-in-fact, including, but not limited to, the Depositary Bank, each in its capacity as such (to the extent not reimbursed by Funding Company or any Project Obligor and without limiting the obligation of Funding Company and each Project Obligor to do so), ratably according to the aggregate amounts of their respective Finance Liabilities on the date the activities giving rise to the Collateral Agent's demand for indemnification occurred, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time be imposed on, incurred by or asserted against the Collateral Agent in its capacity as such in any way relating to or arising out of this Agreement or the other Finance Documents to which the Collateral Agent is a party, or the performance of its duties as Collateral Agent hereunder or thereunder or any action taken or omitted by the Collateral Agent in its capacity as such under or in connection with any of the foregoing (including, but not limited to, any claim that the Collateral Agent is the owner or operator of any of the Projects and liable as such pursuant to any Environmental Laws); PROVIDED that the Secured Parties shall not be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent that any of the foregoing result from the Collateral Agent's gross negligence or willful misconduct. The agreements in this SECTION 2.4(a) shall survive the payment or satisfaction in full of the Finance Liabilities and the resignation or removal of the Collateral Agent or the termination of this Agree ment. (b) Without limiting the obligations of Funding Company and each Project Obligor under any other Finance Document, Funding Company and each Project Obligor jointly and severally indemnifies the Collateral Agent (in that capacity only) and each other Secured Party (in that capacity only) and, in their capacity as such, their officers, directors, shareholders, controlling persons, employees, agents and servants (each “Indemnified Party”an "INDEMNIFIED PARTY") from and against any and all claims, damages, losses, liabilities, obligations, penalties, actions, causes of action, judgments, suits, costs, expenses or disbursements (including, without limitation, reasonable attorneys’ ' and consultants’ ' fees and expenses) (collectively “Damages”"DAMAGES") of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any Indemnified Party (or which may be claimed against any Indemnified Party by any Person) by reason of, in connection with or in any way relating to or arising out of, (a) of any Transaction Document, (b) any action taken or omitted by the Collateral Agent in compliance with the provisions of this Agreement, (c) or any claim for brokerage fees other documents or commissions transactions in connection with any transaction contemplated by the Transaction Documentsor relating thereto (including, (d) any claim based on any misstatement or inaccuracy in or omission from any disclosure provided by any of Atlantic Power Corporationwithout limitation, the Company, any Guarantor or any of their respective representatives in connection with the Subordinated Notes, the Convertible Debentures or the Loans, (e) any costs, losses, expenses or damages Damages in connection with the presence, release or threatened release of Environmentally Regulated Materials at, on, under, to or from the Projects or any disposal of hazardous material provided that sites to which wastes from the Company and Projects have been taken), unless due to the Guarantors will not be liable to any Indemnified Party for any portion of such claims, liabilities, obligations, losses, damages, penalties, judgments, costs, expenses or disbursements resulting from such Indemnified Party’s gross negligence or willful misconduct as finally determined by a court of competent jurisdictionsuch Indemnified Party. The Funding Company and the Guarantors each Project Obligor further shall, upon demand by any Indemnified Party, jointly and severally pay to such Indemnified Party all reasonable costs and expenses incurred by such Indemnified Party in enforcing any rights under any of the Transaction DocumentsDocu ments, including reasonable fees and expenses of counsel (including local counsel). The agreements in this Section 11(aSECTION 2.4(b) shall survive the payment or satisfaction in full of the Revolving Secured Obligations, the Term Loan Secured Obligations, the Subordinated Secured Obligations, the Convertible Secured Obligations and the Other Secured Obligations Finance Liabilities and the resignation or removal of the Collateral Agent or the termination of this Agreement. (c) The Secured Parties hereby agree that, except upon the written consent of the Majority Holders, to the extent permitted by Applicable Law, (i) no Secured Party shall authorize Funding Company or any Project Obligor to commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to Funding Company or any Project Obligor or debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of Funding Company or any Project Obligor or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against Funding Company or any Project Obligor to make a general assignment for the benefit of any Secured Party or any other creditor of Funding Company or any Project Obligor, and (ii) none of the Secured Parties shall commence or join with any other Person (other than upon the written consent of the Majority Holders) in commencing any proceeding against Funding Company or any Project Obligor under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction.

Indemnification; Bankruptcy. Each of the The Company and the Guarantors, by each such party’s consent hereto, hereby, jointly and severally, hereby agrees to --------------------------- indemnify the Collateral Agent and each Secured Party and, in their capacity as such, their of its officers, directors, shareholders, controlling persons, employees, agents and servants (each “an "Indemnified Party”") from and against any and all claims, damages, losses, liabilities, obligations, obligations penalties, actions, causes of action, judgments, suits, costs, expenses or disbursements (including, without limitation, reasonable attorneys’ ' and consultants’ ' fees and expenses) (collectively “"Damages”") of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any Indemnified Party (or which may be claimed against any Indemnified Party by any Person) by reason of, in connection with or in any way relating to or arising out of, (a) of any Transaction Document, (b) Collateral or any action taken other documents or omitted by the Collateral Agent in compliance with the provisions of this Agreement, (c) any claim for brokerage fees or commissions transactions in connection with any transaction contemplated by or relating thereto, unless due to the Transaction Documents, (d) any claim based on any misstatement or inaccuracy in or omission from any disclosure provided by any of Atlantic Power Corporation, the Company, any Guarantor or any of their respective representatives in connection with the Subordinated Notes, the Convertible Debentures or the Loans, (e) any costs, losses, expenses or damages in connection with the presence, release or threatened release or disposal of hazardous material provided that the Company and the Guarantors will not be liable to any Indemnified Party for any portion of such claims, liabilities, obligations, losses, damages, penalties, judgments, costs, expenses or disbursements resulting from such Indemnified Party’s gross negligence or willful misconduct as finally determined by a court of competent jurisdictionsuch Indemnified Party. The Company and the Guarantors further shall, upon demand by any Indemnified Party, pay to such Indemnified Party all reasonable costs and expenses incurred by such Indemnified Party in enforcing any rights under the Transaction Company Documents, including reasonable fees and expenses of counsel. The agreements in this Section 11(a) 5.4 shall survive the payment or satisfaction in full of the Revolving Secured Obligations, the Term Loan Secured Obligations, the Subordinated Secured Obligations, the Convertible Secured Obligations and the Other Secured Obligations and the resignation or removal of the Collateral Agent or the termination of this Agreement and shall be without duplication of any amounts due to an Indemnified Party under any other Company Document, Lender Document or Operation Agreement.

Indemnification; Bankruptcy. Each (a) The Secured Parties severally agree to indemnify the Collateral Agent in its capacity as such (to the extent not reimbursed by CE Generation and without limiting the obligation of CE Genera tion to do so), ratably according to the aggregate amounts of their respective Secured Obligations on the date the activities giving rise to the Collateral Agent's demand for indemnification occurred, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time be imposed on, incurred by or asserted against the Collateral Agent in its capacity as such in any way relating to or arising out of this Agreement or the other Security Documents, or the performance of its duties as Collateral Agent hereunder or thereunder or any action taken or omitted by the Collateral Agent in its capacity as such under or in connection with any of the Company foregoing; provided that the Secured Parties shall not be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent that any of the foregoing result from the Collateral Agent's gross negligence or willful misconduct. The agreements in this Section 12(a) shall survive the payment or satisfaction in full of the Secured Obligations and the Guarantors, by each such party’s consent hereto, hereby, jointly and severally, resignation or removal of the Collateral Agent or the termination of this Agreement. (b) CE Generation hereby agrees to indemnify the Collateral Agent and each Secured Party and, in their capacity capacities as such, their officers, directors, shareholders, controlling persons, employees, agents and servants (each “an "Indemnified Party”") from and against any and all claims, damages, losses, liabilities, obligations, penalties, actions, causes of action, judgments, suits, costs, expenses or disbursements (including, without limitation, reasonable attorneys’ ' and consultants’ ' fees and expenses) (collectively “"Damages”") of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any Indemnified Party (or which may be claimed against any Indemnified Party by any Person) by reason of, in connection with or in any way relating to or arising out of, (a) any Transaction Financing Document, (b) any action taken Collateral or omitted by the Collateral Agent in compliance with the provisions of this Agreement, (c) any claim for brokerage fees other documents or commissions transactions in connection with any transaction contemplated by or relating thereto, unless due to the Transaction Documents, (d) any claim based on any misstatement or inaccuracy in or omission from any disclosure provided by any of Atlantic Power Corporation, the Company, any Guarantor or any of their respective representatives in connection with the Subordinated Notes, the Convertible Debentures or the Loans, (e) any costs, losses, expenses or damages in connection with the presence, release or threatened release or disposal of hazardous material provided that the Company and the Guarantors will not be liable to any Indemnified Party for any portion of such claims, liabilities, obligations, losses, damages, penalties, judgments, costs, expenses or disbursements resulting from such Indemnified Party’s gross negligence or willful misconduct as finally determined by a court of competent jurisdictionsuch Indemnified Party. The Company and the Guarantors CE Generation further shall, upon demand by any Indemnified Party, pay to such Indemnified Party all reasonable costs and expenses incurred by such Indemnified Party in enforcing any rights under the Transaction Financing Documents, including reasonable fees and expenses of counsel. The agreements in this Section 11(a12(b) shall survive the payment or satisfaction in full of the Revolving Secured Obligations, the Term Loan Secured Obligations, the Subordinated Secured Obligations, the Convertible Secured Obligations and the Other Secured Obligations and the resignation or removal of the Collateral Agent or the termination of this AgreementAgree ment. (c) The Secured Parties hereby agree that, except upon the written consent of the Required Secured Parties, (i) no Secured Party shall authorize CE Generation to commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to CE Generation or its debts under any bankruptcy, insolvency or other similar Law now or hereafter in effect in any jurisdiction or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of CE Generation or any substantial part of its property or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against CE Generation, or to make a general assignment for the benefit of any Secured Party or any other creditor of CE Generation, and (ii) none of the Secured Parties shall commence or join with any other Person (other than upon the written consent of the Required Secured Parties) in commencing any proceeding against CE Generation under any bankruptcy, reorganization, liquidation or insolvency Law or statute now or hereafter in effect in any jurisdiction.

Indemnification; Bankruptcy. Each of the Company and the Guarantors, by each such party’s consent hereto, hereby, jointly and severally, agrees (a) The other Secured Parties severally agree to indemnify the Collateral Agent and its agents, officers, directors, representatives and attorneys-in-fact, including, but not limited to, the Depositary Bank, each in its capacity as such (to the extent not reimbursed by the Issuer, the Subsidiary Guarantor or any Additional Guarantor and without limiting the obligation of the Issuer, the Subsidiary Guarantor or any Additional Guarantor to do so), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time be imposed on, incurred by or asserted against the Collateral Agent in its capacity as such in any way relating to or arising out of this Agreement or the other Finance Documents to which the Collateral Agent is a party, or the performance of its duties as Collateral Agent hereunder or thereunder or any action taken or omitted by the Collateral Agent in its capacity as such under or in connection with any of the foregoing (including, but not limited to, any claim that the Collateral Agent is the owner or operator of any of the Project and liable as such pursuant to any Environmental Laws); provided that the other Secured Parties shall not be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent that any of the foregoing result from the Collateral Agent's gross negligence or willful misconduct. (b) Without limiting the obligations of the Issuer, the Subsidiary Guarantor and any Additional Guarantor under any other Finance Document, the Issuer, the Subsidiary Guarantor and each Additional Guarantor jointly and severally indemnify the Collateral Agent and each other Secured Party and, in their capacity as such, their officers, directors, shareholders, controlling persons, employees, agents and servants (each “Indemnified Party”) from and against any and all claims, damages, losses, liabilities, obligations, penalties, actions, causes of action, judgments, suits, costs, expenses or disbursements (including, without limitation, reasonable attorneys’ and consultants’ fees and expenses) (collectively “Damages”) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any Indemnified Party (or which may be claimed against any Indemnified Party by any Person) by reason of, in connection with or in any way relating to or arising out of, (a) any Transaction Document, (b) any action taken or omitted by the Collateral Agent in compliance with the provisions of this Agreement, (c) any claim for brokerage fees or commissions in connection with any transaction contemplated by the Transaction Documents, (d) any claim based on any misstatement or inaccuracy in or omission from any disclosure provided by any of Atlantic Power Corporation, the Company, any Guarantor or any of their respective representatives in connection with the Subordinated Notes, the Convertible Debentures or the Loans, (e) any costs, losses, expenses or damages in connection with the presence, release or threatened release or disposal of hazardous material provided that the Company and the Guarantors will not be liable to any Indemnified Party for any portion of such claims, liabilities, obligations, losses, damages, penalties, judgments, costs, expenses or disbursements resulting from such Indemnified Party’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. The Company and the Guarantors further shall, upon demand by any Indemnified Party, pay to such Indemnified Party all reasonable costs and expenses incurred by such Indemnified Party in enforcing any rights under the Transaction Documents, including reasonable fees and expenses of counsel. The agreements in this Section 11(a) shall survive the payment or satisfaction in full of the Revolving Secured Obligations, the Term Loan Secured Obligations, the Subordinated Secured Obligations, the Convertible Secured Obligations and the Other Secured Obligations and the resignation or removal of the Collateral Agent or the termination of this Agreement.agents,