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POWER PURCHASE AGREEMENT ("PPA") <br /> Indemnified Party for any Liabilities to the extent caused by or arising out of the <br /> negligent acts or omissions of, or the willful misconduct of,the Indemnified Party. This <br /> Section 17(a) however, shall not apply to liability arising from any form of hazardous <br /> substances or other environmental contamination, such matters being addressed <br /> exclusively by Section 17(c). <br /> b. Notice and Participation in Third Party Claims. The Indemnified Party shall give the <br /> Indemnifying Party written notice with respect to any Liability asserted by a third party <br /> (a "Claim"),as soon as possible upon the receipt of information of any possible Claim or <br /> of the commencement of such Claim. The Indemnifying Party may assume the defense <br /> of any Claim, at its sole cost and expense,with counsel designated by the Indemnifying <br /> Party and reasonably satisfactory to the Indemnified Party. The Indemnified Party may, <br /> however, select separate counsel if both Parties are defendants in the Claim and such <br /> defense or other form of participation is not reasonably available to the Indemnifying <br /> Party. The Indemnifying Party shall pay the reasonable attorneys'fees incurred by such <br /> separate counsel until such time as the need for separate counsel expires. The <br /> Indemnified Party may also, at the sole cost and expense of the Indemnifying Party, <br /> assume the defense of any Claim if the Indemnifying Party fails to assume the defense <br /> of the Claim within a reasonable time. Neither Party shall settle any Claim covered by <br /> this Section 17(b1 unless it has obtained the prior written consent of the other Party, <br /> which consent shall not be unreasonably withheld or delayed. The Indemnifying Party <br /> shall have no liability under this Section 17(b).for any Claim for which such notice is not <br /> provided if that the failure to give notice prejudices the Indemnifying Party. <br /> c. Environmental Indemnification. Seller shall indemnify, defend and hold harmless all <br /> the Purchaser's Indemnified Parties from and against all Liabilities arising out of or <br /> relating to the existence at, on, above, below or near the Premises of any Hazardous <br /> Substance (as defined in Section 17(c)(i)) to the extent deposited, spilled or otherwise <br /> caused by Seller or any of its contractors or agents. Each Party shall promptly notify the <br /> other Party if it becomes aware of any Hazardous Substance on or about the Premises <br /> or the Premises generally or any deposit, spill or release of any Hazardous Substance. <br /> "Hazardous Substance" means any chemical, waste or other substance (A) which no or <br /> hereafter becomes defined as or included in the definition of "hazardous substances," <br /> "hazardous wastes," "hazardous materials," "extremely hazardous wastes," "restricted <br /> hazardous wastes," "toxic substances," "toxic pollutants," "pollution," "pollutants," <br /> "regulated substances," or words of similar import under any laws pertaining to the <br /> environment, health, safety or welfare, (B) which is declared to be hazardous, toxic, or <br /> polluting by any Governmental Authority, (C) exposure to which is now or hereafter <br /> prohibited, limited or regulated by any Governmental Authority, (D) the storage, use, <br /> handling, disposal or release of which is restricted or regulated by any Governmental <br /> Authority, or (E) for which remediation or cleanup is required by any Governmental <br /> Authority. <br /> Page 27 of 49 <br />