Puget Sound Energy, Inc.

Original Volume No. 1

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Effective Date: 11/01/1998, Docket: CP98-250-002, Status: Effective

Original Sheet No. 47 Original Sheet No. 47 : Effective

Project Operator or such other Owner, as applicable, will

indemnify the other Owners.

6.7.4 Each Owner will bear, and reimburse the Project Operator

according to such Owner's Ownership Interest for, such Owner's

share of all liabilities, expenses, losses, claims, costs

(including court costs and reasonable attorney's fees) and causes

of action which may be asserted by any third party arising out of

or related in any way to the operation and maintenance of the

Storage Project including, without limitation, causes of action

arising out of or related in any way to the violation of laws,

rules and regulations, including environmental laws, except to the

extent such liabilities, expenses, losses, claims, costs

(including court costs and reasonable attorneys' fees), and causes

of action set forth above result from the gross negligence or

willful misconduct of the Project Operator.

6.7.5 Notwithstanding anything stated to the contrary herein, the

Project Operator will be responsible for and will release, defend,

indemnify and hold each Owner, their respective Affiliates,

officers, directors, and employees harmless from and against,

without limitation, any and all fines, penalties, and causes of

action to the extent they arise out of or relate in any way to the

gross negligence or willful misconduct of the Project Operator in

failing to comply with any of its obligations under this

Agreement, or with any applicable laws, rules and regulations,

including environmental laws.

6.7.6 Except for claims which may arise for breach of

Section 6.7.1 , neither the Project Operator nor any Owner shall

be liable to any other Owner or the Project Operator for any claim

for incidental, special, exemplary, indirect or consequential

damages arising out of or in connection with any breach of or

default under this Agreement, any performance or transaction under

this Agreement, or any condition, defect, deficiency or

nonconformance of any property, real or personal, subject to this

Agreement.

6.7.7 To the extent any of the provisions of this Section 6.7 may

be limited in any particular case by RCW 4.24.115 or other

applicable