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or obligations of Program Participant under this Agreement, (b) any <br /> act or omission of Program Participant, whether based upon Program <br /> Participant's negligence, strict liability, or otherwise, in connection with <br /> the performance of this Agreement, or (c) any third-party claims of any <br /> kind, whether based upon negligence, strict liability, or otherwise, arising <br /> out of or connected in any way to Program Participant's performance <br /> or nonperformance under this Agreement; or(d)from any harm or <br /> cost, known or unknown, associated with any hazardous materials, <br /> conditions, or site contamination, including, but not limited to, harm <br /> to SCE personnel, third parties, or customer applicant's employees, <br /> contractors, agents, and assigns . This indemnification obligation shall not <br /> apply to the extent that such injury, loss, or damage is caused by the sole <br /> negligence or willful misconduct of SCE. <br /> 11.3. Responsibility for Repairs: If Program Participant's Customer-Side of the <br /> Meter Infrastructure, Charging Equipment, or any other equipment owned <br /> by Customer or owner of the Site damages SCE-owned Infrastructure, <br /> Program Participant will be responsible for any costs associated with <br /> making any necessary repairs. If SCE identifies an improper installation <br /> of any of the equipment listed in the prior sentence, Program Participant <br /> agrees to pay for and be responsible for making any necessary <br /> corrections in the manner requested by SCE. <br /> 11.4. Defense of Claim: If any Claim is brought against the Indemnified Parties, <br /> Program Participant shall assume the defense of such Claim, with <br /> counsel reasonably acceptable to the Indemnified Parties, unless in <br /> the opinion of counsel for the Indemnified Parties a conflict of interest <br /> between the Indemnified Parties and Program Participant may exist <br /> with respect to such Claim. If a conflict precludes Program Participant <br /> from assuming the defense, then Program Participant shall reimburse <br /> the Indemnified Parties on a monthly basis for the Indemnified Parties' <br /> defense costs through separate counsel of the Indemnified Parties' <br /> choice. If Program Participant assumes the defense of the Indemnified <br /> Parties with acceptable counsel, the Indemnified Parties, at their sole <br /> option and expense, may participate in the defense with counsel of their <br /> own choice without relieving Program Participant of any of its obligations <br /> hereunder. <br /> 12. Miscellaneous <br /> Page115 <br /> 11-21-2024 V3.1 <br />