Common use of Environmental Indemnification Clause in Contracts

Environmental Indemnification. (a) Subject to the limitations contained in this Section 2.1(a), POCC shall indemnify, defend and hold harmless each of the Partnership Entities from and against environmental and toxic tort Losses suffered, incurred or paid by any of the Partnership Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets or the Retained Assets, or (ii) any event or condition associated with the ownership or operation of the Assets or the Retained Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, but only to the extent that such violation complained of under Section 2.1(a)(i) or such events or conditions included under Section 2.1(a)(ii) occurred before the Closing Date (collectively, "Covered Environmental Losses"). (b) POCC shall indemnify, defend and hold harmless any of the Partnership Entities from and against any Losses suffered or incurred by any of the Partnership Entities to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets, or (ii) any event or condition associated with ownership or operation of the Assets (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, but only to the extent such violation complained of under Section 2.1(c)(i) or such events or conditions included under Section 2.1(c)(ii) occurred after the Closing Date.

Environmental Indemnification. (a) Subject to the limitations contained in this Section 2.1(a)3.2 and Section 3.5, POCC Delek US shall indemnify, defend and hold harmless each of the Partnership Entities Group from and against environmental and toxic tort any Losses suffered, suffered or incurred or paid by any of the Partnership Entities Group, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets or the Retained Assets, orLaws; (ii) any event event, condition or condition environmental matter associated with or arising from the ownership or operation of the Assets or the Retained Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained such Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained such Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for of any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; (iii) any event, but condition or environmental matter or currently pending legal action, a true and correct summary of which is described on Schedule I attached hereto; and (iv) any event, condition or environmental matter associated with or arising from the Retained Assets, whether occurring before or after the Closing Date; provided, however, that with respect to any violation under Section 3.1(a)(i) or any event, condition or environmental matter included under Section 3.1(a)(ii) that is associated with the ownership or operation of the Assets, Delek US will be obligated to indemnify the Partnership Group only to the extent that such violation complained of under Section 2.1(a)(i) violation, event, condition or such events or conditions included under Section 2.1(a)(iienvironmental matter giving rise to the claim (x) occurred in whole or in part before the Closing Date under then-applicable Environmental Laws and (y)(i) such violation, event, condition or environmental matter is set forth on Schedule II attached hereto or (ii) Delek US is notified in writing of such violation, event, condition or environmental matter prior to the Identification Deadline (clauses (i) through (iv) collectively, "“Covered Environmental Losses"”). (b) POCC The Partnership Group shall indemnify, defend and hold harmless any of the Partnership Delek Entities from and against any Losses suffered or incurred by any of the Partnership Entities to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Delek Entities, directly or indirectly, or as a result of any such indemnification with respect to which it might be entitled if requested claim by the Partnership; provided thata third party, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with or arising from the ownership or operation of the Assets, or; and (ii) any event event, condition or condition environmental matter associated with or arising from the ownership or operation of the Assets (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, but only to the extent ; and regardless of whether such violation complained of under Section 2.1(c)(i3.1(b)(i) or such events event, condition or conditions environmental matter included under Section 2.1(c)(ii3.1(b)(ii) occurred before or after the Closing Date, in each case, to the extent that any of the foregoing are not Covered Environmental Losses for which the Partnership Group is entitled to indemnification from Delek US under this Article III without giving effect to the Annual Environmental Deductible.

Environmental Indemnification. (a) Subject to To the limitations contained in this Section 2.1(a)fullest extent permitted by law, POCC Noble shall indemnify, defend and hold harmless each of the Partnership Entities Group Member from and against environmental and toxic tort any Losses sufferedsuffered or incurred by such Partnership Group Member, incurred directly or paid by any of the Partnership Entities indirectly, by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets or the Retained Assets, or (ii) any event or condition associated with arising from the ownership or operation of the Partnership Assets prior to the Closing Date; (ii) any environmental event, condition or matter associated with or arising from the Retained ownership or operation of the Partnership Assets as in effect prior to the Closing Date (including, without limitation, including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Partnership Assets or the disposal or the release of Hazardous Substances generated by operation of the Assets or the Retained Partnership Assets at non-Asset locations) includinglocations not constituting Partnership Assets), without limitation, including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities or other corrective action required or necessary under Environmental Laws, Laws and (B) the cost or and expense of the preparation and implementation of any closure, remedial, corrective action, action or other plans required or necessary under Environmental Laws, and Laws as in effect prior to the Closing Date; and (Ciii) the cost and expense for any environmental event, condition or toxic tort pre-trialmatter associated with or arising from the Retained Assets, trialwhether occurring before, on or appellate legal after the Closing Date and whether occurring under Environmental Laws as in effect prior to, at or litigation support workafter the Closing Date; provided, but however, that with respect to any violation of Environmental Laws subject to Section 2.1(a)(i) or any environmental event, condition or matter subject to Section 2.1(a)(ii), Noble will be obligated to indemnify such Partnership Group Member only to the extent that such violation complained or environmental event, condition or matter (x) was caused by the consummation of under Section 2.1(a)(i) the transactions contemplated by the Contribution Agreement or such events commenced, occurred or conditions included under Section 2.1(a)(ii) occurred existed before the Closing Date under Environmental Laws as in effect prior to the Closing Date and (collectivelyy) Noble is notified in writing of such violation or environmental event, "condition or matter prior to the Identification Deadline. For the avoidance of doubt, Noble shall have no indemnification obligations under Sections 2.1(a)(i) and 2.1(a)(ii) with respect to any claims based on additions to or modifications of Environmental Laws enacted or promulgated after the Closing Date. Losses subject to indemnification in this Section 2.1(a)(i) are referred to collectively as “Covered Environmental Losses").” (b) POCC To the fullest extent permitted by law, the Partnership shall indemnify, defend and hold harmless any of the Partnership Entities Noble Energy Group from and against any Losses suffered or incurred by any of the such Partnership Entities to the extent that POCC is entitled to and receives indemnificationGroup Member, is defended directly or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectivelyindirectly, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with or arising from the Assets, orownership or operation of the Partnership Assets occurring on or after the Closing Date; and (ii) any event environmental event, condition or condition matter associated with or arising from the ownership or operation of the Partnership Assets occurring on or after the Closing Date (including, but not limited to, including the presence of Hazardous Substances on, under, about or migrating to or from the Partnership Assets or the disposal or the release of Hazardous Substances generated by operation of the Partnership Assets at non-Asset locations) includinglocations not constituting Partnership Assets), without limitation, including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities or other corrective action required or necessary under Environmental Laws, Laws as in effect on or after the Closing Date and (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, action or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental Laws as in effect on or toxic tort pre-trial, trial, or appellate legal or litigation support work, but only to the extent such violation complained of under Section 2.1(c)(i) or such events or conditions included under Section 2.1(c)(ii) occurred after the Closing Date; and regardless of whether such violation included under Section 2.1(b)(i) or such environmental event, condition or matter included under Section 2.1(b)(ii) occurred before or after the Closing Date, in each case, to the extent that any of the foregoing are not Covered Environmental Losses (without giving effect to the Deductible).

Environmental Indemnification. (a) Subject to the limitations contained in this Section 2.1(a)2.5, POCC Valero shall indemnify, defend and hold harmless each of the Partnership Entities Group Member from and against environmental and toxic tort any Losses sufferedsuffered or incurred by such Group Member, incurred directly or paid indirectly, including as a result of any claim by any of the Partnership Entities a third party, by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets resulting or the Retained Assets, or (ii) any event or condition associated with arising from the ownership or operation of the Assets or the Retained Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, but only prior to the extent that such violation complained of under Section 2.1(a)(i) or such events or conditions included under Section 2.1(a)(ii) occurred before the Closing Date (collectively, "Covered Environmental Losses"). (b) POCC shall indemnify, defend and hold harmless any of the Partnership Entities from and against any Losses suffered or incurred by any of the Partnership Entities to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets, orDate; (ii) any event environmental remediation or condition associated with corrective action that is required by Environmental Law, to the extent resulting or arising from releases occurring during the ownership or operation of the Assets prior to the Closing Date (including, but not limited to, including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental Laws, Laws and (B) the cost or and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and Laws as in effect prior to the Closing Date; (Ciii) any of the cost and expense for environmental matters as set forth on Schedule A; and (iv) any environmental event, condition or toxic tort pre-trialmatter associated with or arising from the Retained Assets, trialwhether occurring before, on or appellate legal after the Closing Date and whether occurring under Environmental Laws as in effect prior to, at or litigation support workafter the Closing Date; provided, but however, that with respect to any violation under Section 2.1(a)(i) or any environmental remediation or corrective action included under Section 2.1(a)(ii), Valero will be obligated to indemnify such Group Member only to the extent that (x) such violation complained or environmental remediation or corrective action was caused by the consummation of the transactions contemplated by the Contribution Agreement or occurred or existed before the Closing Date under Environmental Laws as in effect on or prior to the Closing Date, (y) the violation, remediation or corrective action was not identified in a voluntary audit or investigation undertaken outside the ordinary course of business by any Group Member or any person acting at the request or on behalf of any Group Member and (z) Valero is notified in writing of such violation or environmental remediation or corrective action prior to the Identification Deadline. Losses subject to indemnification in this Section 2.1(c)(i2.1(a) are referred to collectively as “Covered Environmental Losses”. (b) Except for Covered Environmental Losses (exceeding the Environmental Deductible, where applicable) the Partnership shall indemnify, defend and hold harmless Valero from and against any Losses suffered or such events incurred by any of the Valero Entities, directly or conditions included under Section 2.1(c)(ii) indirectly, including as a result of any claim by a third party, by reason of or arising out of any of the following, in each case regardless of whether they existed, arose or occurred before or after the Closing Date: (i) any violation of Environmental Laws resulting or arising from the ownership or operation of the Assets; and (ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Assets (including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or the release of Hazardous Substances generated by operation of the Assets at non-Asset locations).

Environmental Indemnification. (a) Subject to the limitations contained in this Section 2.1(a)3.2, POCC EAC shall indemnify, defend and hold harmless each of the Partnership Entities Group for a period of one (1) year after the Closing Date from and against environmental claims, losses and toxic tort Losses sufferedexpenses (including, without limitation, court costs and reasonable attorneys’ and experts’ fees) of any and every kind or character, known or unknown, fixed or contingent, suffered or incurred or paid by any of the Partnership Entities Group by reason of or arising out of: (ia) any violation violation, or correction of violation any violation, of Environmental Laws associated with the Assets ownership or operation of the Retained Indemnified Assets, ; or (iib) any event or condition associated with the ownership or operation of the Assets or the Retained Indemnified Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating Releasing to or from the Indemnified Assets or the Retained Assets or the disposal or release Release of Hazardous Substances generated by the operation of the Assets or the Retained Indemnified Assets at non-Indemnified Asset locations) ), including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, abatement, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, using Risk-Based Cleanup Criteria, if applicable, or to satisfy any applicable Voluntary Cleanup Program, using Risk-Based Cleanup Criteria, if applicable, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, using Risk-Based Cleanup Criteria, if applicable, or to satisfy any applicable Voluntary Cleanup Program, using Risk-Based Cleanup Criteria, if applicable, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, ; but only to the extent that such violation complained of under Section 2.1(a)(i3.1(a) or such events or conditions included under Section 2.1(a)(ii3.1(b) occurred or existed on or before the Closing Date date of this Agreement (collectively, "“Covered Environmental Losses"”). (b) POCC . Covered Environmental Losses shall indemnifynot include any claim, defend and hold harmless any of the Partnership Entities loss or expense arising from and against any Losses suffered or incurred by any of the Partnership Entities related to the extent that POCC is entitled to plugging and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance abandonment of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws wxxxx associated with the Indemnified Assets upon the determination that such well or wxxxx have reached its or their useful economic life. The term “plugging and abandonment” as used herein shall mean all plugging, replugging, and abandonment associated with the Indemnified Assets, or (ii) or any event or condition associated with ownership or operation of the Assets (portion thereof, and including, but not limited to, all plugging and abandonment, associated removal, disposal or restoration of the presence surface, site clearance and disposal of the wxxxx, structures and personal property located on or associated with the Indemnified Assets, the removal or capping and burying of all associated flowlines, the recontouring of the surface in accordance with applicable laws or the terms and conditions of applicable leases, licenses, franchises or contracts, site clearance and any disposal of related waste materials or Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) includingtype ordinarily encountered in oil and gas operations, without limitationbut “plugging and abandonment” shall not include investigation or remediation of soil, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediationgroundwater, or other corrective surface water contamination (requiring remediation or response action required or necessary under applicable Environmental Laws, (B) exceeding the cost or expense level of the preparation site restoration typically required for normal plugging and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, but only to the extent such violation complained of under Section 2.1(c)(i) or such events or conditions included under Section 2.1(c)(ii) occurred after the Closing Dateabandonment activities.

Environmental Indemnification. (a) Subject to Section 3.2 and Section 3.5 and with respect to Assets Transferred pursuant to a Transaction Agreement, the limitations contained in this Section 2.1(a)Delek Entities, POCC jointly and severally, shall indemnify, defend and hold harmless each of the Partnership Entities Group from and against environmental and toxic tort any Losses suffered, suffered or incurred or paid by any of the Partnership Entities Group, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets or the Retained Assets, orLaws; (ii) any event environmentally related event, condition or condition matter associated with or arising from the ownership or operation of the Assets or the Retained Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained such Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained such Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, reporting, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense of any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; (iii) any environmentally related event, condition or matter or legal action pending as of the applicable Closing Date against the Delek Entities, a true and correct summary of which, with respect to Assets Transferred pursuant to a particular Transaction Agreement, is set forth on Schedule I attached hereto; (iv) any event, condition or environmental matter associated with or arising from the Retained Assets, whether occurring before or after the Closing Date; (v) any obligation imposed by or violation of the consent decree entered in United States x. Xxxxx Holding Company, Inc. and Delek Refining, Ltd., case no. 6:09-cv-319 (Eastern District of Texas), as it exists on July 26, 2013 and may be amended; and (vi) any obligation imposed by or violation of the consent decree entered in United States and State of Arkansas v. Lion Oil Company, Civ. No. 03-1028 (Western District of Arkansas), as it exists on the date hereof and may be amended. provided, however, that with respect to any violation under Section 3.1(a)(i) or any environmentally related event, condition or matter included under Section 3.1(a)(ii) that is associated with the ownership or operation of the Assets Transferred pursuant to a Transaction Agreement, the Delek Entities will be obligated to indemnify the Partnership Group only to the extent that such environmentally related violation, event, condition or matter giving rise to the claim (x) existed or occurred in whole or in part before the applicable Closing Date for such Transaction Agreement (or, with respect to an API 653 Tank, before the applicable API 653 Inspection Date) under then-applicable Environmental Laws and (y)(i) such environmentally related violation, event, condition or matter is set forth on Schedule II attached hereto or (ii) Delek US is notified in writing of such environmentally related violation, event, condition or matter prior to the applicable First Indemnification Deadline (or, with respect to an API 653 Tank, the applicable First API 653 Indemnification Deadline) (clauses (i) through (iv) of this Section 3.1(a) collectively, with respect to such Transaction Agreement, being “Covered Environmental Losses”). (b) The Partnership Group shall indemnify, defend and hold harmless the Delek Entities from and against any Losses suffered or incurred by the Delek Entities, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with or arising from the ownership or operation of the Assets; and (ii) any environmentally related event, condition or matter associated with or arising from the ownership or operation of the Assets (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, reporting, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; and regardless of whether such violation under Section 3.1(b)(i) or such environmentally related event, but condition or matter included under Section 3.1(b)(ii) occurred before or after the applicable Closing Date (or, with respect to an API 653 Tank, before or after the applicable API 653 Inspection Date), in each case, only to the extent that such violation complained of under Section 2.1(a)(i) or such events or conditions included under Section 2.1(a)(ii) occurred before the Closing Date (collectively, "Covered Environmental Losses"). (b) POCC shall indemnify, defend and hold harmless any of the Partnership Entities from and against any foregoing are not Covered Environmental Losses suffered or incurred by any of for which the Partnership Entities to the extent that POCC Group is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets, or (ii) any event or condition associated with ownership or operation of the Assets (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, Delek Entities under this Article III without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, but only giving effect to the extent such violation complained of under Section 2.1(c)(i) or such events or conditions included under Section 2.1(c)(ii) occurred after the Closing Dateapplicable Annual Environmental Deductible.

Environmental Indemnification. (a) Subject to the limitations contained in this Section 2.1(a)Each of QEP and Field Services, POCC jointly and severally, shall indemnify, defend and hold harmless each of the Partnership Entities Group Member from and against environmental and toxic tort any Losses sufferedsuffered or incurred by such Group Member, incurred directly or paid by any of the Partnership Entities indirectly, by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with as in effect prior to the Assets Closing Date and such violation commenced, occurred or existed before the Retained Assets, orClosing Date; (ii) any event environmental event, condition or condition matter associated with or arising from the ownership or operation of the Assets that commenced, occurred or existed before the Retained Assets Closing Date (including, without limitation, including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets disposal or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) including), without limitation, including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental LawsLaws and (B) the cost and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws as in effect prior to the Closing Date; and (iii) any environmental event, condition or matter associated with or arising from the Retained Assets, whether occurring before, on or after the Closing Date and whether occurring under Environmental Laws as in effect prior to, at or after the Closing Date (clauses (i), (ii) and (iii) being referred to collectively as “Covered Environmental Losses”); provided, however, that QEP and Field Services will be obligated to indemnify such Group Member for a Covered Environmental Loss described in Section 2.1(a)(i) or Section 2.1(a)(ii) only to the extent that QEP is notified in writing of such violation, event, condition or environmental matter prior to the Identification Deadline. (b) The Partnership shall indemnify, defend and hold harmless QEP and Field Services from and against any Losses suffered or incurred by any of the QEP Entities, directly or indirectly, by reason of or arising out of: (i) any violation of Environmental Laws as in effect on or after the Closing Date and such violation is associated with or arises from the ownership or operation of the Assets on or after the Closing Date; and (ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Assets on or after the Closing Date (including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or the release of Hazardous Substances generated by operation of the Assets at Asset locations) including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental Laws in effect on or after the Closing Date, and (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental LawsLaws as in effect on or after the Closing Date; and regardless of whether such violation under Section 2.1(b)(i) or such environmental event, and (Ccondition or matter included under Section 2.1(b)(ii) occurred before or after the cost and expense for any environmental or toxic tort pre-trialClosing Date, trialin each case, or appellate legal or litigation support work, but only to the extent that such violation complained of under Section 2.1(a)(i) or such events or conditions included under Section 2.1(a)(ii) occurred before the Closing Date (collectively, "Covered Environmental Losses"). (b) POCC shall indemnify, defend and hold harmless any of the Partnership Entities from and against any foregoing are not Covered Environmental Losses suffered or incurred by any of the Partnership Entities (without giving effect to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"Deductible). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets, or (ii) any event or condition associated with ownership or operation of the Assets (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, but only to the extent such violation complained of under Section 2.1(c)(i) or such events or conditions included under Section 2.1(c)(ii) occurred after the Closing Date.

Environmental Indemnification. (a) Subject to the limitations contained in this Section 2.1(a)7.3, POCC UCH shall indemnify, defend and hold harmless each of the Partnership Entities Group from and against any environmental claims, losses and toxic tort Losses sufferedexpenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any and every kind or character, known or unknown, fixed or contingent, suffered or incurred or paid by any of the Partnership Entities Group by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets ownership or operation of the Retained Partnership Assets, ; or (ii) any event or condition associated with the ownership or operation of the Assets or the Retained Partnership Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Partnership Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locationsPartnership Assets) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental LawsLaws or to satisfy any applicable Voluntary Cleanup Program, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, action or other plans required or necessary under Environmental Laws, Laws or to satisfy any applicable Voluntary Cleanup Program and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; provided, in the case of clauses (A) and (B) such cost and expense shall not included the costs of and associated with project management and soil and ground water monitoring; but only to the extent that such violation complained of under Section 2.1(a)(i7.1(a)(i) or such events or conditions included under Section 2.1(a)(ii7.1(a)(ii) occurred before the Closing Date (collectively, "“Covered Environmental Losses"”). (b) POCC The Partnership Group shall indemnify, defend and hold harmless any of the Partnership Entities UCH and its Affiliates from and against any Covered Environmental Losses suffered or incurred by any of UCH and its Affiliates relating to the Partnership Entities Assets occurring on or after the Closing Date, except to the extent that POCC the Partnership Group is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant indemnified with respect to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreementCovered Environmental Losses under Section 7.1(a), POCC agrees to use its best commercially reasonable efforts to pursue, for and unless such indemnification would not be permitted under the benefit Partnership Agreement by reason of one of the provisos contained in Section 7.7(a) of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the PartnershipAgreement. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Except for claims for Covered Environmental Losses suffered or incurred by any made before the third anniversary of the POCC Entities by reason Closing Date, which shall not terminate, all indemnification obligations in this Section 7.1 shall terminate on the third anniversary of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets, or (ii) any event or condition associated with ownership or operation of the Assets (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, but only to the extent such violation complained of under Section 2.1(c)(i) or such events or conditions included under Section 2.1(c)(ii) occurred after the Closing Date.

Environmental Indemnification. (a) Subject to the limitations contained in this Section 2.1(a)3.2 and Section 3.7, POCC each of Tesoro Refining and Marketing and Tesoro Alaska, severally and not jointly, shall indemnify, defend and hold harmless each of the Partnership Entities Group from and against environmental and toxic tort any Losses suffered, suffered or incurred or paid by any of the Partnership Entities Group, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets or the Retained Assets, orLaws; (ii) any event event, condition or condition environmental matter associated with or arising from the ownership or operation of the Assets or the Retained Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for of any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; (iii) any event, but condition or environmental matter or currently pending legal action against the Tesoro Entities, a true and correct summary of which is described on Schedule I attached hereto; and (iv) any event, condition or environmental matter associated with or arising from the Retained Assets, whether occurring before or after the Closing Date; provided, however, that with respect to any violation under Section 3.1(a)(i) or any event, condition or environmental matter included under Section 3.1(a)(ii) that is associated with the ownership or operation of the Assets, Tesoro Refining and Marketing and Tesoro Alaska will be obligated to indemnify the Partnership Group only to the extent that such violation complained of under Section 2.1(a)(i) violation, event, condition or such events or conditions included under Section 2.1(a)(iienvironmental matter (x) occurred before the Closing Date under then-applicable Environmental Laws and (y)(i) such violation, event, condition or environmental matter is set forth on Schedule II attached hereto or (ii) Tesoro is notified in writing of such violation, event, condition or environmental matter prior to the Identification Deadline (clauses (i) through (iv) collectively, "“Covered Environmental Losses"”). (b) POCC The Partnership Group shall indemnify, defend and hold harmless any of the Partnership Tesoro Entities from and against any Losses suffered or incurred by any of the Partnership Entities to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Tesoro Entities, directly or indirectly, or as a result of any such indemnification with respect to which it might be entitled if requested claim by the Partnership; provided thata third party, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with or arising from the ownership or operation of the Assets, or; and (ii) any event event, condition or condition environmental matter associated with or arising from the ownership or operation of the Assets (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, but only to the extent ; and regardless of whether such violation complained of under Section 2.1(c)(i3.1(b)(i) or such events event, condition or conditions environmental matter included under Section 2.1(c)(ii3.1(b)(ii) occurred before or after the Closing Date, in each case, to the extent that any of the foregoing are not Covered Environmental Losses for which the Partnership Group is entitled to indemnification from Tesoro under this Article III without giving effect to the Annual Environmental Deductible.

Environmental Indemnification. (a) Subject to Section 3.2 and Section 3.7 and with respect to Assets conveyed, contributed or otherwise transferred pursuant to a Contribution Agreement, each of the limitations contained in Tesoro Entities set forth on Schedule VII attached to this Section 2.1(aAgreement with respect to that Contribution Agreement (the “Tesoro Indemnifying Parties”), POCC severally and not jointly, shall indemnify, defend and hold harmless each of the Partnership Entities Group from and against environmental and toxic tort any Losses suffered, suffered or incurred or paid by any of the Partnership Entities Group, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets or the Retained Assets, orLaws; (ii) any event event, condition or condition environmental matter associated with or arising from the ownership or operation of the Assets or the Retained Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for of any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; (iii) any event, but condition or environmental matter or legal action pending as of the Closing Date against the Tesoro Entities, a true and correct summary of which with respect to Assets conveyed, contributed or otherwise transferred pursuant to a particular Contribution Agreement is described on Schedule I to this Agreement; and (iv) any event, condition or environmental matter associated with or arising from the Retained Assets, whether occurring before or after the Closing Date; provided, however, that with respect to any violation under Section 3.1(a)(i) or any event, condition or environmental matter included under Section 3.1(a)(ii) that is associated with the ownership or operation of the Assets conveyed, contributed or otherwise transferred pursuant to a particular Contribution Agreement, the Tesoro Indemnifying Parties will be obligated to indemnify the Partnership Group only to the extent that such violation complained of under Section 2.1(a)(i) violation, event, condition or such events or conditions included under Section 2.1(a)(iienvironmental matter (x) occurred before the Closing Date for that Contribution Agreement under then-applicable Environmental Laws and (y)(i) such violation, event, condition or environmental matter is set forth on Schedule II to this Agreement or (ii) Tesoro is notified in writing of such violation, event, condition or environmental matter prior to the applicable Identification Deadline (Sections 3.1(a)(i) through (iv) collectively, "with respect to that Contribution Agreement being “Covered Environmental Losses"”). (b) POCC The Partnership Group shall indemnify, defend and hold harmless any of the Partnership Tesoro Entities from and against any Losses suffered or incurred by any of the Partnership Entities to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Tesoro Entities, directly or indirectly, or as a result of any such indemnification with respect to which it might be entitled if requested claim by the Partnership; provided thata third party, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with or arising from the ownership or operation of the Assets, or; and (ii) any event event, condition or condition environmental matter associated with or arising from the ownership or operation of the Assets (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, but only to the extent ; and regardless of whether such violation complained of under Section 2.1(c)(i3.1(b)(i) or such events event, condition or conditions environmental matter included under Section 2.1(c)(ii3.1(b)(ii) occurred before or after the Closing Date, in each case, to the extent that any of the foregoing are not Covered Environmental Losses for which the Partnership Group is entitled to indemnification from the Tesoro Indemnifying Parties under this Article III without giving effect to the Annual Environmental Deductible.

Environmental Indemnification. (a) Subject to the limitations contained in this Section 2.1(a)2.6, POCC NuDevco shall indemnify, defend and hold harmless each of the Partnership Entities Group from and against environmental and toxic tort any Losses suffered, suffered or incurred or paid by any of the Partnership Entities Group, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets or the Retained Assets, orLaws; (ii) any event event, condition or condition matter associated with or arising from the ownership or operation of the Assets or the Retained Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any that requires investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, remediation or other corrective action under Environmental Laws, including, without limitation, (A) the cost and expense of any such activity, (B) the cost and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense of any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; (iii) any environmental event, condition or matter or currently pending legal action against NuDevco, a true and correct summary of which is described on Schedule I attached hereto; and (iv) any environmental event, condition or matter associated with or arising from the Retained Assets, whether occurring before or after the Closing Date; provided, however, that with respect to any violation under Section 2.1(a)(i) or any environmental event, condition or matter included under Section 2.1(a)(ii) that is associated with the ownership or operation of the Assets, NuDevco will be obligated to indemnify the Partnership Group only to the extent that such environmental violation, event, condition or matter (x) was caused by the consummation of the transactions contemplated by the Contribution Agreement or commenced, occurred or existed on or before the Closing Date under then-applicable Environmental Laws and (y) NuDevco is notified in writing of such violation, event, condition or environmental matter prior to the Identification Deadline (clauses (i) through (iv) collectively, “Covered Environmental Losses”). (b) The Partnership Group, jointly and severally, shall indemnify, defend and hold harmless the NuDevco Entities from and against any Losses suffered or incurred by the NuDevco Entities, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with or arising from the ownership or operation of the Assets; and (ii) any event, condition or matter associated with or arising from the ownership or operation of the Assets (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) that require investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation or other corrective action under Environmental Laws, including, without limitation, (A) the cost and expense of any such activity, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; and, but only regardless of whether such violation under Section 2.1(b)(i) or such event, condition or matter included under Section 2.1(b)(ii) occurred before or after the Closing Date, in each case, to the extent that such violation complained of under Section 2.1(a)(i) or such events or conditions included under Section 2.1(a)(ii) occurred before the Closing Date (collectively, "Covered Environmental Losses"). (b) POCC shall indemnify, defend and hold harmless any of the Partnership Entities from and against any foregoing are not Covered Environmental Losses suffered or incurred by any of for which the Partnership Entities to the extent that POCC Group is entitled to and receives indemnification, is defended or held harmless against any such Losses indemnification from any third-party pursuant NuDevco under this Article II without giving effect to any agreement between any third-party and POCC (collectively, "Pass-Through the Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets, or (ii) any event or condition associated with ownership or operation of the Assets (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets Deductible or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, but only to the extent such violation complained of under Section 2.1(c)(i) or such events or conditions included under Section 2.1(c)(ii) occurred after the Closing DateCap.

Environmental Indemnification. (a) Subject to Section 3.2, the limitations contained in this Section 2.1(a), POCC Xxxxx Entities shall indemnify, defend and hold harmless each of the Partnership Entities for a period of 10 years after the Closing Date or, solely with respect to the 2008 Crude Pipelines, Tanks and Related Assets, 15 years after the Closing Date, as applicable, from and against environmental and toxic tort Losses sufferedToxic Tort losses (including, without limitation, economic losses, diminution in value suffered by third parties, and lost profits), damages, injuries (including, without limitation, personal injury and death), liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs, and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any and every kind or character, known or unknown, fixed or contingent, suffered or incurred or paid by any of the Partnership Entities by reason of or any third party to the extent arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets ownership or operation of the Retained Assets, or (ii) any event or condition associated with the ownership or operation of the Assets or the Retained Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) ), including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort Toxic Tort pre-trial, trial, or appellate legal or litigation support work, ; but only to the extent that such violation complained of under Section 2.1(a)(i3.1(a)(i) or such events or conditions included under Section 2.1(a)(ii3.1(a)(ii) occurred before the Closing Date (collectively, "“Covered Environmental Losses"”); or (iii) the operation or ownership by Xxxxx and its Affiliates of any assets not constituting part of the Assets, including but not limited to underground pipelines retained by the Seller Parties which serve the refineries in Lovington, New Mexico, Artesia, New Mexico and Xxxxx Cross, Utah or the tanks that are part of the 2008 Crude Pipelines, Tanks and Related Assets to the extent not transferred to the Partnership Entities (the “Transferred Tanks”), except to the extent arising out of the negligent acts or omissions or willful misconduct of a member of the Partnership Entities. (b) POCC To the extent that a good faith claim by the Partnership Entities for indemnification under Section 3.1(a)(i) or Section 3.1(a)(ii) arises from events or conditions at the Transferred Tanks or the soil immediately underneath the Transferred Tanks or the Transferred Tanks’ secondary containment, and the Xxxxx Entities refuse to provide such indemnification, then the burden of proof shall be on the Xxxxx Entities to demonstrate that the events or conditions giving rise to the claim arose after the Closing Date. (c) The Xxxxx Entities shall, during the period that commences on the Closing Date and ends five (5) years thereafter (the “Initial Tank Inspection Period”), reimburse the Partnership Entities for the actual costs associated with the first regularly scheduled API 653 inspection (the “Initial Tank Inspections”) and the costs associated with the replacement of the tank mixers on each of the Transferred Tanks after the Closing Date and any repairs required to be made to the Transferred Tanks as a result of any discovery made during the Initial Tank Inspections; provided, however, that (i) the Xxxxx Entities shall not reimburse the Partnership Entities with respect to the relocated crude oil Tank 437 in the Artesia refinery complex and the new crude oil tank to replace crude oil Tank 439 in the Artesia refinery complex more particularly described in the definition of 2008 Crude Pipelines, Tanks and Related Assets, and (ii) upon expiration of the Initial Tank Inspection Period, all of the obligations of the Xxxxx Entities pursuant to this Section 3.1(c) shall terminate, except that the Initial Tank Inspection Period shall be extended if, and only to the extent that (A) inaccessibility of the Transferred Tanks during the Initial Tank Inspection Period caused the delay of an Initial Tank Inspection originally scheduled to be preformed during the Initial Tank Inspection Period, and (B) the Xxxxx Entities received notice from the Partnership Entities regarding such delay at the time it occurred. (d) The Partnership Entities shall indemnify, defend and hold harmless any of the Partnership Xxxxx Entities from and against environmental and Toxic Tort losses (including, without limitation, economic losses, diminution in value and lost profits suffered by third parties), damages, injuries (including, without limitation, personal injury and death), liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs, and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any Losses and every kind or character, known or unknown, fixed or contingent, suffered or incurred by the Xxxxx Entities or any of the Partnership Entities third party to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assetsoperation of the Assets by a Person other than a Xxxxx Entity or ownership and operation of the Assets by a Person other than a Xxxxx Entity, or (ii) any event or condition associated with ownership or the operation of the Assets by a Person other than a Xxxxx Entity or ownership and operation of the Assets by a Person other than a Xxxxx Entity (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) except, where a Xxxxx Entity is operating an Asset, to the extent resulting from the negligent acts or omissions or willful misconduct of such Xxxxx Entity including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort Toxic Tort pre-trial, trial, or appellate legal or litigation support work, ; but only to the extent such violation complained of under Section 2.1(c)(i3.1(d)(i) or such events or conditions included under Section 2.1(c)(ii3.1(d)(ii) occurred after the Closing Date; provided, however, that nothing stated above shall make the Partnership Entities responsible for any post-Closing Date negligent actions or omissions or willful misconduct by the Xxxxx Entities. (e) Notwithstanding anything in this Agreement to the contrary, as used in Section 3.1(a) the definition of Assets shall not include the 16” Lovington/Artesia Intermediate Pipeline, the Xxxxxx Pipeline or the Roadrunner Pipeline.

Environmental Indemnification. (a) Subject to the limitations contained in this Section 2.1(a)7.3, POCC Exterran shall indemnify, defend and hold harmless each of the Partnership Entities Group from and against any environmental claims, losses and toxic tort Losses sufferedexpenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any and every kind or character, known or unknown, fixed or contingent, suffered or incurred or paid by any of the Partnership Entities Group by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets ownership or operation of the Retained Partnership Assets, ; or (ii) any event or condition associated with the ownership or operation of the Assets or the Retained Partnership Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Partnership Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locationsPartnership Assets) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental LawsLaws or to satisfy any applicable Voluntary Cleanup Program, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, action or other plans required or necessary under Environmental Laws, Laws or to satisfy any applicable Voluntary Cleanup Program and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; provided, in the case of clauses (A) and (B) such cost and expense shall not included the costs of and associated with project management and soil and ground water monitoring; but only to the extent that such violation complained of under Section 2.1(a)(i7.1(a)(i) or such events or conditions included under Section 2.1(a)(ii7.1(a)(ii) occurred before the Closing Date (collectively, "“Covered Environmental Losses"”). (b) POCC The Partnership Group shall indemnify, defend and hold harmless any of the Partnership Entities Exterran and its Affiliates from and against any Covered Environmental Losses suffered or incurred by any of Exterran and its Affiliates relating to the Partnership Entities Assets occurring on or after the Closing Date, except to the extent that POCC the Partnership Group is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant indemnified with respect to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreementCovered Environmental Losses under Section 7.1(a), POCC agrees to use its best commercially reasonable efforts to pursue, for and unless such indemnification would not be permitted under the benefit Partnership Agreement by reason of one of the provisos contained in Section 7.7(a) of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the PartnershipAgreement. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Except for claims for Covered Environmental Losses suffered or incurred by any made before the third anniversary of the POCC Entities by reason Closing Date, which shall not terminate, all indemnification obligations in this Section 7.1 shall terminate on the third anniversary of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets, or (ii) any event or condition associated with ownership or operation of the Assets (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, but only to the extent such violation complained of under Section 2.1(c)(i) or such events or conditions included under Section 2.1(c)(ii) occurred after the Closing Date.

Environmental Indemnification. (a) Subject to the limitations contained in this Section 2.1(a)Each of MPL Investment LLC and MPCLP, POCC jointly and severally, shall indemnify, defend and hold harmless each of the Partnership Entities Group Member from and against environmental and toxic tort any Losses sufferedsuffered or incurred by such Group Member, incurred directly or paid by any of the Partnership Entities indirectly, by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with as in effect prior to the Assets or the Retained Assets, orClosing Date; (ii) any event environmental event, condition or condition matter associated with or arising from the ownership or operation of the Assets or the Retained Assets (including, without limitation, including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets disposal or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) including, without limitation, including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental LawsLaws and (B) the cost and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws as in effect prior to the Closing Date; and (iii) any environmental event, condition or matter associated with or arising from the Retained Assets, whether occurring before, on or after the Closing Date and whether occurring under Environmental Laws as in effect prior to, at or after the Closing Date; provided, however, that with respect to any violation under Section 2.1(a)(i) or any environmental event, condition or matter included under Section 2.1(a)(ii) that is associated with the ownership or operation of the Assets, MPL Investment LLC and MPCLP will be obligated to indemnify such Group Member only to the extent that such violation or environmental event, condition or matter (x) was caused by the consummation of the transactions contemplated by the Contribution Agreement or commenced, occurred or existed before the Closing Date under Environmental Laws as in effect prior to the Closing Date and (y) MPCLP is notified in writing of such violation, event, condition or environmental matter prior to the Identification Deadline. Losses subject to indemnification in this Section 2.1(a) are referred to collectively as “Covered Environmental Losses”. (b) The Partnership shall indemnify, defend and hold harmless MPC from and against any Losses suffered or incurred by any of the MPC Entities, directly or indirectly, by reason of or arising out of: (i) any violation of Environmental Laws as in effect on or after the Closing Date associated with or arising from the ownership or operation of the Non-Holdings Assets on or after the Closing Date; and (ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Non-Holdings Assets on or after the Closing Date (including the presence of Hazardous Substances on, under, about or migrating to or from the Non-Holdings Assets or the disposal or the release of Hazardous Substances generated by operation of the Non-Holdings Assets at non-Asset locations) including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental Laws in effect on or after the Closing Date, and (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental LawsLaws as in effect on or after the Closing Date; and regardless of whether such violation under Section 2.1(b)(i) or such environmental event, and (Ccondition or matter included under Section 2.1(b)(ii) occurred before or after the cost and expense for any environmental or toxic tort pre-trialClosing Date, trialin each case, or appellate legal or litigation support work, but only to the extent that such violation complained any of under Section 2.1(a)(i) or such events or conditions included under Section 2.1(a)(ii) occurred before the Closing Date (collectively, "foregoing are not Covered Environmental Losses"Losses (without giving effect to the Environmental Deductible). (bc) POCC Holdings shall indemnify, defend and hold harmless any of the Partnership Entities MPC from and against any Losses suffered or incurred by any of the Partnership Entities to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership MPC Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided thatdirectly or indirectly, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws as in effect on or after the Closing Date associated with or arising from the Assets, orownership or operation of the Holdings Business on or after the Closing Date; and (ii) any event environmental event, condition or condition matter associated with or arising from the ownership or operation of the Assets Holdings Business on or after the Closing Date (including, but not limited to, including the presence of Hazardous Substances on, under, about or migrating to or from the Assets Holdings Business or the disposal or the release of Hazardous Substances generated by operation of the Assets Holdings Business at non-Asset locations) including, without limitation, including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental LawsLaws as in effect on or after the Closing Date, and (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, Laws in effect on or after the Closing Date; and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, but only to the extent regardless of whether such violation complained of under Section 2.1(c)(i) or such events environmental event, condition or conditions matter included under Section 2.1(c)(ii) occurred before or after the Closing Date, in each case, to the extent that any of the foregoing are not Covered Environmental Losses (without giving effect to the Environmental Deductible).

Environmental Indemnification. (a) Subject to the limitations contained in this Section 2.1(a), POCC OCI USA shall indemnify, defend and hold harmless each of the Partnership Entities Group Member from and against environmental and toxic tort any Losses sufferedsuffered or incurred by such Group Member, incurred directly or paid by any of the Partnership Entities indirectly, by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets or the Retained Assets, orLaws; (ii) any event environmental event, condition or condition matter associated with or arising from the ownership or operation of the Assets or the Retained Assets (including, without limitation, including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets disposal or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) including, without limitation, including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities or other corrective action required or necessary under Environmental Laws, Laws and (B) the cost or and expense of the preparation and implementation of any closure, remedial, corrective action, action or other plans required or necessary under Environmental Laws, and Laws as in effect prior to the Closing Date; and (Ciii) the cost and expense for any environmental event, condition or toxic tort pre-trialmatter associated with or arising from the Retained Assets, trialwhether occurring before, on or appellate legal after the Closing Date and whether occurring under Environmental Laws as in effect prior to, at or litigation support workafter the Closing Date; provided, but however, that with respect to any violation under Section 2.1(a)(i) or any environmental event, condition or matter included under Section 2.1(a)(ii) that is associated with the ownership or operation of the Assets, OCI USA will be obligated to indemnify such Group Member only to the extent that such violation complained or environmental event, condition or matter (x) was caused by the consummation of under Section 2.1(a)(i) the transactions contemplated by the Contribution Agreement or such events commenced, occurred or conditions included under Section 2.1(a)(ii) occurred existed before the Closing Date under Environmental Laws as in effect prior to the Closing Date and (collectivelyy) OCI USA is notified in writing of such violation or environmental event, "condition or matter prior to the Identification Deadline. Losses subject to indemnification in this Section 2.1(a) are referred to collectively as “Covered Environmental Losses").” (b) POCC The Partnership shall indemnify, defend and hold harmless any of the Partnership Entities OCI USA from and against any Losses suffered or incurred by any of the Partnership Entities to the extent that POCC is entitled to and receives indemnificationOCI USA Group, is defended directly or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectivelyindirectly, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with or arising from the ownership or operation of the Assets, or; and (ii) any event environmental event, condition or condition matter associated with or arising from the ownership or operation of the Assets (including, but not limited to, including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or the release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities or other corrective action required or necessary under Environmental Laws, Laws and (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, action or other plans required or necessary under Environmental Laws, ; and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, but only to the extent regardless of whether such violation complained of under Section 2.1(c)(i2.1(b)(i) or such events environmental event, condition or conditions matter included under Section 2.1(c)(ii2.1(b)(ii) occurred before or after the Closing Date, in each case, to the extent that any of the foregoing are not Covered Environmental Losses (without giving effect to the Environmental Deductible).

Environmental Indemnification. (a) Subject to Section 3.2 and Section 3.7 and with respect to Assets conveyed, contributed or otherwise transferred pursuant to a Contribution Agreement, each of the limitations contained in Tesoro Entities set forth on Schedule VII attached to this Section 2.1(aAgreement with respect to that Contribution Agreement (the “Tesoro Indemnifying Parties”), POCC severally and not jointly, shall indemnify, defend and hold harmless each of the Partnership Entities Group from and against environmental and toxic tort any Losses suffered, suffered or incurred or paid by any of the Partnership Entities Group, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets or the Retained Assets, orLaws; (ii) any event event, condition or condition environmental matter associated with or arising from the ownership or operation of the Assets or the Retained Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for of any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; (iii) any event, but condition or environmental matter or legal action pending as of the applicable Closing Date against the Tesoro Entities, a true and correct summary of which with respect to Assets conveyed, contributed or otherwise transferred pursuant to a particular Contribution Agreement is described on Schedule I to this Agreement; and (iv) any event, condition or environmental matter associated with or arising from the Retained Assets, whether occurring before or after the applicable Closing Date; provided, however, that with respect to any violation under Section 3.1(a)(i) or any event, condition or environmental matter included under Section 3.1(a)(ii) that is associated with the ownership or operation of the Assets conveyed, contributed or otherwise transferred pursuant to a particular Contribution Agreement, the Tesoro Indemnifying Parties will be obligated to indemnify the Partnership Group only to the extent that such violation complained of under Section 2.1(a)(i) violation, event, condition or such events or conditions included under Section 2.1(a)(iienvironmental matter (x) occurred before the Closing Date for that Contribution Agreement under then-applicable Environmental Laws and (y)(i) such violation, event, condition or environmental matter is set forth on Schedule II to this Agreement or (ii) Tesoro is notified in writing of such violation, event, condition or environmental matter prior to the applicable Identification Deadline (Sections 3.1(a)(i) through (iv) collectively, "with respect to that Contribution Agreement being “Covered Environmental Losses"”). (b) POCC The Partnership Group shall indemnify, defend and hold harmless any of the Partnership Tesoro Entities from and against any Losses suffered or incurred by any of the Partnership Entities to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Tesoro Entities, directly or indirectly, or as a result of any such indemnification with respect to which it might be entitled if requested claim by the Partnership; provided thata third party, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with or arising from the ownership or operation of the Assets, or; and (ii) any event event, condition or condition environmental matter associated with or arising from the ownership or operation of the Assets (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; and regardless of whether such violation under Section 3.1(b)(i) or such event, but only condition or environmental matter included under Section 3.1(b)(ii) occurred before or after the applicable Closing Date, in each case, to the extent such violation complained that any of the foregoing are not Covered Environmental Losses for which the Partnership Group is entitled to indemnification from the Tesoro Indemnifying Parties under this Article III without giving effect to the Annual Environmental Deductible. The Losses covered by this Section 2.1(c)(i3.1(b) or such events or conditions included under Section 2.1(c)(ii) occurred after the Closing Dateare hereinafter referred to as ‘Non-Covered Environmental Losses.”

Environmental Indemnification. (a) Subject to Section 3.2 and Section 3.7 and with respect to Assets conveyed, contributed or otherwise transferred pursuant to a Contribution Agreement, each of the limitations contained in Tesoro Entities set forth on Schedule VII attached to this Section 2.1(aAgreement with respect to that Contribution Agreement (the “Tesoro Indemnifying Parties”), POCC severally and not jointly, shall indemnify, defend and hold harmless each of the Partnership Entities Group from and against environmental and toxic tort any Losses suffered, suffered or incurred or paid by any of the Partnership Entities Group, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets or the Retained Assets, orLaws; (ii) any event event, condition or condition environmental matter associated with or arising from the ownership or operation of the Assets or the Retained Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) includinglocations)including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for of any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; (iii) any event, but condition or environmental matter or legal action pending as of the Closing Date against the Tesoro Entities, a true and correct summary of which with respect to Assets conveyed, contributed or otherwise transferred pursuant to a particular Contribution Agreement is described on Schedule I to this Agreement; and (iv) any event, condition or environmental matter associated with or arising from the Retained Assets, whether occurring before or after the Closing Date; provided, however, that with respect to any violation under Section 3.1(a)(i) or any event, condition or environmental matter included under Section 3.1(a)(ii) that is associated with the ownership or operation of the Assets conveyed, contributed or otherwise transferred pursuant to a particular Contribution Agreement, the Tesoro Indemnifying Parties will be obligated to indemnify the Partnership Group only to the extent that such violation complained of under Section 2.1(a)(i) violation, event, condition or such events or conditions included under Section 2.1(a)(iienvironmental matter (x) occurred before the Closing Date for that Contribution Agreement under then-applicable Environmental Laws and (y)(i) such violation, event, condition or environmental matter is set forth on Schedule II to this Agreement or (ii) Tesoro is notified in writing of such violation, event, condition or environmental matter prior to the applicable Identification Deadline (Sections 3.1(a)(i) through (iv) collectively, "with respect to that Contribution Agreement being “Covered Environmental Losses"”). (b) POCC The Partnership Group shall indemnify, defend and hold harmless any of the Partnership Tesoro Entities from and against any Losses suffered or incurred by any of the Partnership Entities to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Tesoro Entities, directly or indirectly, or as a result of any such indemnification with respect to which it might be entitled if requested claim by the Partnership; provided thata third party, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with or arising from the ownership or operation of the Assets, or; and (ii) any event event, condition or condition environmental matter associated with or arising from the ownership or operation of the Assets (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, but only to the extent ; and regardless of whether such violation complained of under Section 2.1(c)(i3.1(b)(i) or such events event, condition or conditions environmental matter included under Section 2.1(c)(ii3.1(b)(ii) occurred before or after the Closing Date, in each case, to the extent that any of the foregoing are not Covered Environmental Losses for which the Partnership Group is entitled to indemnification from the Tesoro Indemnifying Parties under this Article III without giving effect to the Annual Environmental Deductible.

Environmental Indemnification. (a) Subject to Section 3.2, the limitations contained in this Section 2.1(a), POCC Hxxxx Entities shall indemnify, defend and hold harmless each of the Partnership Entities for a period of 10 years after the Closing Date or, solely with respect to the 2008 Crude Pipelines, Tanks and Related Assets, 15 years after the Closing Date, as applicable, from and against environmental and toxic tort Losses sufferedToxic Tort losses (including, without limitation, economic losses, diminution in value suffered by third parties, and lost profits), damages, injuries (including, without limitation, personal injury and death), liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs, and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any and every kind or character, known or unknown, fixed or contingent, suffered or incurred or paid by any of the Partnership Entities by reason of or any third party to the extent arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets ownership or operation of the Retained Assets, or (ii) any event or condition associated with the ownership or operation of the Assets or the Retained Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) ), including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort Toxic Tort pre-trial, trial, or appellate legal or litigation support work, ; but only to the extent that such violation complained of under Section 2.1(a)(i3.1(a)(i) or such events or conditions included under Section 2.1(a)(ii3.1(a)(ii) occurred before the Closing Date (collectively, "“Covered Environmental Losses"”); or (iii) the operation or ownership by Hxxxx and its Affiliates of any assets not constituting part of the Assets, including but not limited to underground pipelines retained by the Seller Parties which serve the refineries in Lovington, New Mexico, Artesia, New Mexico and Wxxxx Cross, Utah or the tanks that are part of the 2008 Crude Pipelines, Tanks and Related Assets to the extent not transferred to the Partnership Entities (the “Transferred Tanks”), except to the extent arising out of the negligent acts or omissions or willful misconduct of a member of the Partnership Entities. (b) POCC To the extent that a good faith claim by the Partnership Entities for indemnification under Section 3.1(a)(i) or Section 3.1(a)(ii) arises from events or conditions at the Transferred Tanks or the soil immediately underneath the Transferred Tanks or the Transferred Tanks’ secondary containment, and the Hxxxx Entities refuse to provide such indemnification, then the burden of proof shall be on the Hxxxx Entities to demonstrate that the events or conditions giving rise to the claim arose after the Closing Date. (c) The Hxxxx Entities shall, during the period that commences on the Closing Date and ends five (5) years thereafter (the “Initial Tank Inspection Period”), reimburse the Partnership Entities for the actual costs associated with the first regularly scheduled API 653 inspection (the “Initial Tank Inspections”) and the costs associated with the replacement of the tank mixers on each of the Transferred Tanks after the Closing Date and any repairs required to be made to the Transferred Tanks as a result of any discovery made during the Initial Tank Inspections; provided, however, that (i) the Hxxxx Entities shall not reimburse the Partnership Entities with respect to the relocated crude oil Tank 437 in the Artesia refinery complex and the new crude oil tank to replace crude oil Tank 439 in the Artesia refinery complex more particularly described in the definition of 2008 Crude Pipelines, Tanks and Related Assets, and (ii) upon expiration of the Initial Tank Inspection Period, all of the obligations of the Hxxxx Entities pursuant to this Section 3.1(c) shall terminate, except that the Initial Tank Inspection Period shall be extended if, and only to the extent that (A) inaccessibility of the Transferred Tanks during the Initial Tank Inspection Period caused the delay of an Initial Tank Inspection originally scheduled to be performed during the Initial Tank Inspection Period, and (B) the Hxxxx Entities received notice from the Partnership Entities regarding such delay at the time it occurred. (d) The Partnership Entities shall indemnify, defend and hold harmless any of the Partnership Hxxxx Entities from and against environmental and Toxic Tort losses (including, without limitation, economic losses, diminution in value and lost profits suffered by third parties), damages, injuries (including, without limitation, personal injury and death), liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs, and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any Losses and every kind or character, known or unknown, fixed or contingent, suffered or incurred by the Hxxxx Entities or any of the Partnership Entities third party to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assetsoperation of the Assets by a Person other than a Hxxxx Entity or ownership and operation of the Assets by a Person other than a Hxxxx Entity, or (ii) any event or condition associated with ownership or the operation of the Assets by a Person other than a Hxxxx Entity or ownership and operation of the Assets by a Person other than a Hxxxx Entity (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) except, where a Hxxxx Entity is operating an Asset, to the extent resulting from the negligent acts or omissions or willful misconduct of such Hxxxx Entity including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort Toxic Tort pre-trial, trial, or appellate legal or litigation support work, ; but only to the extent such violation complained of under Section 2.1(c)(i3.1(d)(i) or such events or conditions included under Section 2.1(c)(ii3.1(d)(ii) occurred after the Closing Date; provided, however, that nothing stated above shall make the Partnership Entities responsible for any post-Closing Date negligent actions or omissions or willful misconduct by the Hxxxx Entities. (e) Notwithstanding anything in this Agreement to the contrary, as used in Section 3.1(a) the definition of Assets shall not include the 16” Lovington/Artesia Intermediate Pipeline, the Bxxxxx Pipeline, the Roadrunner Pipeline, or the Tulsa Interconnecting Pipelines.

Environmental Indemnification. (a) Subject to Section 3.2 and Section 3.5 and with respect to Assets Transferred pursuant to a Transaction Agreement, the limitations contained in this Section 2.1(a)Delek Entities, POCC jointly and severally, shall indemnify, defend and hold harmless each of the Partnership Entities Group from and against environmental and toxic tort any Losses suffered, suffered or incurred or paid by any of the Partnership Entities Group, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets or the Retained Assets, orLaws; (ii) any event environmentally related event, condition or condition matter associated with or arising from the ownership or operation of the Assets or the Retained Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained such Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained such Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, HOU02:1274288 10 remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for of any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; (iii) any environmentally related event, but condition or matter or legal action pending as of the applicable Closing Date against the Delek Entities, a true and correct summary of which, with respect to Assets Transferred pursuant to a particular Transaction Agreement, is set forth on Schedule I attached hereto; (iv) any event, condition or environmental matter associated with or arising from the Retained Assets, whether occurring before or after the Closing Date; and (v) any obligation imposed by or violation of the consent decree entered in United States x. Xxxxx Holding Company, Inc. and Delek Refining, Ltd., case no. 6:09-cv-319 (Eastern District of Texas), as it exists on the date hereof and may be amended. provided, however, that with respect to any violation under Section 3.1(a)(i) or any environmentally related event, condition or matter included under Section 3.1(a)(ii) that is associated with the ownership or operation of the Assets Transferred pursuant to a Transaction Agreement, the Delek Entities will be obligated to indemnify the Partnership Group only to the extent that such violation complained of under Section 2.1(a)(i) environmentally related violation, event, condition or such events or conditions included under Section 2.1(a)(iimatter giving rise to the claim (x) occurred in whole or in part before the applicable Closing Date for such Transaction Agreement (or, with respect to an API 653 Tank, before the applicable API 653 Inspection Date) under then-applicable Environmental Laws and (y)(i) such environmentally related violation, event, condition or matter is set forth on Schedule II attached hereto or (ii) Delek US is notified in writing of such environmentally related violation, event, condition or matter prior to the applicable First Indemnification Deadline (or, with respect to an API 653 Tank, the applicable First API 653 Indemnification Deadline) (clauses (i) through (iv) of this Section 3.1(a) collectively, "with respect to such Transaction Agreement, being “Covered Environmental Losses"”). (b) POCC The Partnership Group shall indemnify, defend and hold harmless any of the Partnership Delek Entities from and against any Losses suffered or incurred by any of the Partnership Entities to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Delek Entities, directly or indirectly, or as a result of any such indemnification with respect to which it might be entitled if requested claim by the Partnership; provided thata third party, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with or arising from the ownership or operation of the Assets, or; and (ii) any event environmentally related event, condition or condition matter associated with or arising from the ownership or operation of the Assets (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, but only to the extent such violation complained of under Section 2.1(c)(i) or such events or conditions included under Section 2.1(c)(ii) occurred after the Closing Date.HOU02:1274288 11

Environmental Indemnification. (a) Subject to the limitations contained in this Section 2.1(a3.01(b) and Section 3.08(a), POCC Hess shall indemnify, defend and hold harmless each of the Partnership Entities Group from and against environmental and toxic tort any Losses suffered, suffered or incurred or paid by any of the Partnership Entities Group, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of:of the following (collectively, “Covered Environmental Losses”): (i) any violation or correction of a violation of Environmental Laws associated with the Assets or the Retained Assets, or (ii) any event or condition associated with arising from the ownership or operation of the Assets Assets; (ii) any event, condition or matter associated with or arising from the Retained ownership or operation of the Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any that requires investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, including, without limitation, (A) the cost and expense of any such activity, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for of any environmental or toxic tort pre-trial, trial, trial or appellate legal or litigation support work; (iii) any environmental event, but only to condition or matter associated with or arising from the extent that such violation complained of under Section 2.1(a)(i) Retained Assets, whether occurring before or such events or conditions included under Section 2.1(a)(ii) occurred before after the Closing Date (collectively, "Covered Environmental Losses")Effective Date. (b) POCC shall indemnifyWith respect to any discrete violation under Section 3.01(a)(i) or any discrete environmental event, defend and hold harmless any of condition or matter included under Section 3.01(a)(ii), Hess will be obligated to indemnify the Partnership Entities from Group only if and against any Losses suffered or incurred by any of the Partnership Entities to the extent that POCC that: (i) such violation, event, condition or environmental matter occurred before the Effective Date under then-applicable Environmental Laws; and (ii) either (A) such violation, event, condition or environmental matter is entitled to and receives indemnification, set forth on Schedule I attached hereto or (B) Hess is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance notified in writing of such agreementviolation, POCC agrees event, condition or environmental matter prior to use its best commercially reasonable efforts to pursue, for the benefit fifth anniversary of the Partnership EntitiesEffective Date. For the avoidance of doubt, any such nothing in this Section 3.01(b) shall apply to Xxxx’x indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnershipobligations under Section 3.01(a)(iii). (c) The Partnership shall indemnify, defend and hold harmless POCC each of the Hess Entities from and against any Losses suffered or incurred by the Hess Entities, directly or indirectly, or as a result of any of the POCC Entities claim by a third party, by reason of or arising out of: (i) any violation or correction of a violation of Environmental Laws associated with or arising from the Assets, or (ii) any event or condition associated with ownership or operation of the Assets (other than the Joint Interest Assets); and (ii) any event, condition or matter associated with or arising from the ownership or operation of the Assets (other than the Joint Interest Assets) (including, but not limited towithout limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any that requires investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, including, without limitation, (A) the cost and expense of any such activity, (B) the cost or and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for of any environmental or toxic tort pre-trial, trial, trial or appellate legal or litigation support work; and regardless of whether such violation under Section 3.01(c)(i) or such event, but only condition or environmental matter included under Section 3.01(c)(ii) occurred before or after the Effective Date, in each case, to the extent that any of the foregoing do not constitute Covered Environmental Losses for which the Partnership Group is entitled to indemnification from Hess under this Article III. (d) HTGP Opco shall indemnify, defend and hold harmless each of the Hess Entities from and against any Losses suffered or incurred by the Hess Entities, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of: (i) any violation or correction of a violation of Environmental Laws associated with or arising from the ownership or operation of the HTGP Assets; and (ii) any event, condition or matter associated with or arising from the ownership or operation of the HTGP Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the HTGP Assets or the disposal or release of Hazardous Substances generated by operation of the HTGP Assets at non-HTGP Asset locations) that requires investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action under Environmental Laws, including, without limitation, (A) the cost and expense of any such activity, (B) the cost and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense of any environmental or toxic tort pre-trial, trial or appellate legal or litigation support work; and regardless of whether such violation complained of under Section 2.1(c)(i3.01(d)(i) or such events event, condition or conditions environmental matter included under Section 2.1(c)(ii3.01(d)(ii) occurred before or after the Closing Effective Date, in each case, to the extent that any of the foregoing do not constitute Covered Environmental Losses for which the Partnership Group is entitled to indemnification from Hess under this Article III. (e) Logistics Opco shall indemnify, defend and hold harmless each of the Hess Entities from and against any Losses suffered or incurred by the Hess Entities, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of: (i) any violation or correction of a violation of Environmental Laws associated with or arising from the ownership or operation of the Logistics Assets; and (ii) any event, condition or matter associated with or arising from the ownership or operation of the Logistics Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Logistics Assets or the disposal or release of Hazardous Substances generated by operation of the Logistics Assets at non-Logistics Assets locations) that requires investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action under Environmental Laws, including, without limitation, (A) the cost and expense of any such activity, (B) the cost and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense of any environmental or toxic tort pre-trial, trial or appellate legal or litigation support work; and regardless of whether such violation under Section 3.01(e)(i) or such event, condition or environmental matter included under Section 3.01(e)(ii) occurred before or after the Effective Date, in each case, to the extent that any of the foregoing do not constitute Covered Environmental Losses for which the Partnership Group is entitled to indemnification from Hess under this Article III.

Environmental Indemnification. (a) Subject to the limitations contained in this Section 2.1(a3.01(b), POCC Landmark shall indemnify, defend and hold harmless each of the Partnership Entities Group Member from and against environmental and toxic tort any Losses sufferedsuffered or incurred by such Partnership Group Member, incurred directly or paid indirectly, or as a result of any claim by any of the Partnership Entities a third party, by reason of or arising out of:of the following (collectively, “Covered Environmental Losses”): (i) any violation or correction of a violation of Environmental Laws associated with the Assets or the Retained Assets, or (ii) any event or condition associated with arising from the ownership or operation of the Assets prior to the Effective Date; (ii) any event, condition or matter associated with or arising from the Retained ownership or operation of the Assets prior to the Effective Date (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any that requires investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, including, without limitation, (A) the cost and expense of any such activity, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for of any environmental or toxic tort pre-trial, trial, trial or appellate legal or litigation support work; (iii) any environmental event, but only to condition or matter associated with or arising from the extent that such violation complained of under Section 2.1(a)(i) Retained Assets, whether occurring before, on or such events or conditions included under Section 2.1(a)(ii) occurred before after the Closing Date (collectively, "Covered Environmental Losses")Effective Date. (b) POCC With respect to any discrete violation under Section 3.01(a)(i) or any discrete environmental event, condition or matter included under Section 3.01(a)(ii), Landmark will be obligated to indemnify each Partnership Group Member only if and to the extent that either (A) such violation, event, condition or environmental matter is set forth on Schedule I attached hereto or (B) Landmark is notified in writing of such violation, event, condition or environmental matter prior to the fifth anniversary of the Effective Date. For the avoidance of doubt, (i) nothing in this Section 3.01(b) shall apply to Landmark’s indemnification obligations under Section 3.01(a)(iii) and (ii) Landmark shall have no indemnification obligations under Sections 3.01(a)(i) and 3.01(a)(ii) with respect to any claims based on additions to or modifications of Environmental Laws enacted or promulgated on or after the Effective Date. (c) The Partnership Group shall indemnify, defend and hold harmless any each of the Partnership Landmark Entities from and against any Losses suffered or incurred by any of the Partnership Entities to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Landmark Entities, directly or indirectly, or as a result of any such indemnification with respect to which it might be entitled if requested claim by the Partnership; provided thata third party, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with or arising from the Assets, or (ii) any event or condition associated with ownership or operation of the Assets occurring on or after the Effective Date; and (ii) any event, condition or matter associated with or arising from the ownership or operation of the Assets occurring on or after the Effective Date (including, but not limited towithout limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any that requires investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, including, without limitation, (A) the cost and expense of any such activity, (B) the cost or and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for of any environmental or toxic tort pre-trial, trial, trial or appellate legal or litigation support work, but only ; to the extent such violation complained that any of the foregoing matters under Section 2.1(c)(i3.01(c)(i) or such events or conditions included Section 3.01(c)(ii) do not constitute Covered Environmental Losses for which the Partnership Group is entitled to indemnification from Landmark under Section 2.1(c)(ii) occurred after this Article III, without giving effect to the Closing DateEnvironmental Deductible.

Environmental Indemnification. (a) Subject to the limitations contained in this Section 2.1(a)2.5, POCC Valero shall indemnify, defend and hold harmless each of the Partnership Entities Group Member from and against environmental and toxic tort any Losses sufferedsuffered or incurred by such Group Member, incurred directly or paid indirectly, including as a result of any claim by any of the Partnership Entities a third party, by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets resulting or the Retained Assets, or (ii) any event or condition associated with arising from the ownership or operation of the Assets or the Retained Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, but only prior to the extent that such violation complained of under Section 2.1(a)(i) or such events or conditions included under Section 2.1(a)(ii) occurred before the Closing Date (collectively, "Covered Environmental Losses"). (b) POCC shall indemnify, defend and hold harmless any of the Partnership Entities from and against any Losses suffered or incurred by any of the Partnership Entities to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets, orDate; (ii) any event environmental remediation or condition associated with corrective action that is required by Environmental Law, to the extent resulting or arising from releases occurring during the ownership or operation of the Assets prior to the Closing Date (including, but not limited to, including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental Laws, Laws and (B) the cost or and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and Laws as in effect prior to the Closing Date; (Ciii) any of the cost and expense for environmental matters as set forth on Schedule A; and (iv) any environmental event, condition or toxic tort pre-trialmatter associated with or arising from the Retained Assets, trialwhether occurring before, on or appellate legal after the Closing Date and whether occurring under Environmental Laws as in effect prior to, at or litigation support workafter the Closing Date; provided, but however, that with respect to any violation under Section 2.1(a)(i) or any environmental remediation or corrective action included under Section 2.1(a)(ii), Valero will be obligated to indemnify such Group Member only to the extent that (x) such violation complained or environmental remediation or corrective action was caused by the consummation of the transactions contemplated by a Transaction Agreement or occurred or existed before the Closing Date under Environmental Laws as in effect on or prior to the Closing Date, (y) the violation, remediation or corrective action was not identified in a voluntary audit or investigation undertaken outside the ordinary course of business by any Group Member or any person acting at the request or on behalf of any Group Member and (z) Valero is notified in writing of such violation or environmental remediation or corrective action prior to the Identification Deadline. Losses subject to indemnification in this Section 2.1(c)(i2.1(a) are referred to collectively as “Covered Environmental Losses”. (b) Except for Covered Environmental Losses (exceeding the Environmental Deductible, where applicable), the Partnership shall indemnify, defend and hold harmless Valero from and against any Losses suffered or such events incurred by any of the Valero Entities, directly or conditions included under Section 2.1(c)(ii) indirectly, including as a result of any claim by a third party, by reason of or arising out of any of the following, in each case regardless of whether they existed, arose or occurred before or after the Closing Date: (i) any violation of Environmental Laws resulting or arising from the ownership or operation of the Assets; and (ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Assets (including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or the release of Hazardous Substances generated by operation of the Assets at non-Asset locations).

Environmental Indemnification. (a) Subject to the limitations contained in this Section 2.1(a)Each of MPL Investment LLC and MPCLP, POCC jointly and severally, shall indemnify, defend and hold harmless each of the Partnership Entities Group from and against environmental and toxic tort any Losses suffered, suffered or incurred or paid by any of the Partnership Entities Group, directly or indirectly, by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with in effect prior to the Assets or the Retained Assets, orClosing Date; (ii) any event environmental event, condition or condition matter associated with or arising from the ownership or operation of the Assets or the Retained Assets (including, without limitation, including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets disposal or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) including, without limitation, including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental LawsLaws and (B) the cost and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws in effect prior to the Closing Date; and (iii) any environmental event, condition or matter associated with or arising from the Retained Assets, whether occurring before, on or after the Closing Date and whether occurring under Environmental Laws in effect prior to, at or after the Closing Date; provided, however, that with respect to any violation under Section 2.1(a)(i) or any environmental event, condition or matter included under Section 2.1(a)(ii) that is associated with the ownership or operation of the Assets, MPL Investment LLC and MPCLP will be obligated to indemnify the Partnership Group only to the extent that such violation or environmental event, condition or matter (x) was caused by the consummation of the transactions contemplated by the Contribution Agreement or commenced, occurred or existed before the Closing Date under Environmental Laws in effect prior to the Closing Date and (y) MPC is notified in writing of such violation, event, condition or environmental matter prior to the Identification Deadline. Losses subject to indemnification in this Section 2.1(a) are referred to collectively as “Covered Environmental Losses”. (b) The Partnership Group shall indemnify, defend and hold harmless the MPC Entities from and against any Losses suffered or incurred by the MPC Entities, directly or indirectly by reason of or arising out of: (i) any violation of Environmental Laws in effect on or after the Closing Date associated with or arising from the ownership or operation of the Non-Holdings Assets on or after the Closing Date; and (ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Non-Holdings Assets on or after the Closing Date (including the presence of Hazardous Substances on, under, about or migrating to or from the Non-Holdings Assets or the disposal or the release of Hazardous Substances generated by operation of the Non-Holdings Assets at non-Asset locations) including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental Laws in effect on or after the Closing Date, and (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental LawsLaws in effect on or after the Closing Date; and regardless of whether such violation under Section 2.1(b)(i) or such environmental event, and (Ccondition or matter included under Section 2.1(b)(ii) occurred before or after the cost and expense for any environmental or toxic tort pre-trialClosing Date, trialin each case, or appellate legal or litigation support work, but only to the extent that such violation complained any of under Section 2.1(a)(i) or such events or conditions included under Section 2.1(a)(ii) occurred before the Closing Date (collectively, "foregoing are not Covered Environmental Losses"Losses (without giving effect to the Environmental Deductible). (bc) POCC Holdings shall indemnify, defend and hold harmless any of the Partnership MPC Entities from and against any Losses suffered or incurred by any of the Partnership Entities to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership MPC Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided thatdirectly or indirectly, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws in effect on or after the Closing Date associated with or arising from the Assets, orownership or operation of the Holdings Business on or after the Closing Date; and (ii) any event environmental event, condition or condition matter associated with or arising from the ownership or operation of the Assets Holdings Business on or after the Closing Date (including, but not limited to, including the presence of Hazardous Substances on, under, about or migrating to or from the Assets Holdings Business or the disposal or the release of Hazardous Substances generated by operation of the Assets Holdings Business at non-Asset locations) including, without limitation, including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental LawsLaws in effect on or after the Closing Date, and (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, Laws in effect on or after the Closing Date; and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, but only to the extent regardless of whether such violation complained of under Section 2.1(c)(i) or such events environmental event, condition or conditions matter included under Section 2.1(c)(ii) occurred before or after the Closing Date, in each case, to the extent that any of the foregoing are not Covered Environmental Losses (without giving effect to the Environmental Deductible).

Environmental Indemnification. (a) Subject to Section 2.5, the limitations contained in this Section 2.1(a), POCC Western Parties shall jointly and severally indemnify, defend and hold harmless each of the Partnership Entities Group from and against environmental and toxic tort any Losses suffered, suffered or incurred or paid by any of the Partnership Entities Group, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with arising from or relating to the ownership, operation or condition of the Assets at and prior to the Closing Date, provided Western is notified in writing of such violation or correction of violation prior to the Retained Assets, orIdentification Deadline; (ii) any event environmental event, condition or matter arising from or relating to the ownership, operation or condition associated with the ownership or operation of the Assets or at and prior to the Retained Assets Closing Date (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, but only to the extent that such violation complained of under Section 2.1(a)(i) or such events or conditions included under Section 2.1(a)(ii) occurred before the Closing Date (collectively, "Covered Environmental Losses"). (b) POCC shall indemnify, defend and hold harmless any of the Partnership Entities from and against any Losses suffered or incurred by any of the Partnership Entities to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets, or (ii) any event or condition associated with ownership or operation of the Assets (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws (each, an “Environmental Activity”), (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense of any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, provided Western is notified in writing of such environmental event, condition or matter prior to the Identification Deadline; (iii) all environmental events, conditions or matters or currently pending legal actions described on Schedule I attached hereto, which schedule shall include all such events, conditions, matters or actions known to the Western Parties on the date of this Agreement relating to the Assets; and (iv) any environmental event, condition or matter associated with or arising from the Retained Assets, whether occurring at, prior to or after the Closing Date, except to the extent caused by the gross negligence or willful misconduct of the Partnership Group occurring after the Closing Date; (clauses (i) through (iv) collectively, “Covered Environmental Losses”). (b) The Partnership Group shall jointly and severally indemnify, defend and hold harmless the Western Parties from and against any Losses suffered or incurred by the Western Parties, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws (x) arising from or relating to the ownership or condition of the Assets following the Closing Date or the operation of the Assets by the Partnership Group following the Closing Date or (y) arising from or relating to the ownership, operation or condition of the Assets at and prior to the Closing Date ; and (ii) any environmental event, condition or matter (x) arising from or relating to the ownership or condition of the Assets following the Closing Date or the operation of the Assets by the Partnership Group following the Closing Date or (y) arising from or relating to the ownership, operation or condition of the Assets at and prior to the Closing Date (in each case, including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations), in each case, including, without limitation, (A) the cost and expense of any Environmental Activity, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; in each case, but only to the extent such violation complained that any of the foregoing are not Covered Environmental Losses for which the Partnership Group is entitled to indemnification from the Western Parties under Section 2.1(c)(ithis Article II without giving effect to the Environmental Deductible, and further to the extent that any of the foregoing are not (x) Liability Claims (as defined in the Services Agreement) or such events or conditions included (y) losses, in each case, for which the Partnership Group is entitled to indemnification from any Western Parties under Section 2.1(c)(ii) occurred after the Closing DateServices Agreement.

Environmental Indemnification. (a) Subject to the limitations contained in this Section 2.1(a)Each of WPTI and CPT 2010, POCC jointly and severally, shall indemnify, defend and hold harmless each of the Partnership Entities Group Member from and against environmental and toxic tort any Losses sufferedsuffered or incurred by such Group Member, incurred directly or paid by any of the Partnership Entities indirectly, by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with as in effect prior to the Assets or the Retained Assets, orClosing Date; (ii) any event environmental event, condition or condition matter associated with or arising from the ownership or operation of the Assets or the Retained Assets (including, without limitation, including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets disposal or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) including, without limitation, including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental LawsLaws and (B) the cost and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws as in effect prior to the Closing Date; and (iii) any environmental event, condition or matter associated with or arising from the Retained Assets, whether occurring before, on or after the Closing Date and whether occurring under Environmental Laws as in effect prior to, at or after the Closing Date; provided, however, that with respect to any violation under Section 2.1(a)(i) or any environmental event, condition or matter included under Section 2.1(a)(ii) that is associated with the ownership or operation of the Assets, WPTI and CPT 2010 will be obligated to indemnify such Group Member only to the extent that such violation or environmental event, condition or matter (x) was caused by the consummation of the transactions contemplated by the Contribution Agreement or commenced, occurred or existed before the Closing Date under Environmental Laws as in effect prior to the Closing Date and (y) WPTI is notified in writing of such violation, event, condition or environmental matter prior to the Identification Deadline. Losses subject to indemnification in this Section 2.1(a) are referred to collectively as “Covered Environmental Losses”. (b) The Partnership shall indemnify, defend and hold harmless WPTI from and against any Losses suffered or incurred by any of the WPTI Entities, directly or indirectly, by reason of or arising out of: (i) any violation of Environmental Laws as in effect on or after the Closing Date associated with or arising from the ownership or operation of the Assets on or after the Closing Date; and (ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Assets on or after the Closing Date (including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or the release of Hazardous Substances generated by operation of the Assets at Asset locations) including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental Laws in effect on or after the Closing Date, and (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental LawsLaws as in effect on or after the Closing Date; and regardless of whether such violation under Section 2.1(b)(i) or such environmental event, and (Ccondition or matter included under Section 2.1(b)(ii) occurred before or after the cost and expense for any environmental or toxic tort pre-trialClosing Date, trialin each case, or appellate legal or litigation support work, but only to the extent that such violation complained of under Section 2.1(a)(i) or such events or conditions included under Section 2.1(a)(ii) occurred before the Closing Date (collectively, "Covered Environmental Losses"). (b) POCC shall indemnify, defend and hold harmless any of the Partnership Entities from and against any foregoing are not Covered Environmental Losses suffered or incurred by any of the Partnership Entities (without giving effect to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"Deductible). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets, or (ii) any event or condition associated with ownership or operation of the Assets (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, but only to the extent such violation complained of under Section 2.1(c)(i) or such events or conditions included under Section 2.1(c)(ii) occurred after the Closing Date.

Environmental Indemnification. (a) Subject to the limitations contained in this Section 2.1(a)2.2, POCC Parent shall indemnify, defend and hold harmless each of the Partnership Entities Group for a period of five years after the Closing Date from and against environmental and toxic tort Losses sufferedToxic Tort losses, damages (including, without limitation, real property damages and natural resource damages), injuries (including, without limitation, personal injury and death), liabilities, claims, demands, breaches of contracts, causes of action, judgments, settlements, fines, penalties, costs and expenses (including, without limitation, supplemental environmental project costs, court costs and reasonable attorney’s and expert’s fees) of any and every kind or character, known or unknown, fixed or contingent, suffered or incurred or paid by any of the Partnership Entities Group by reason of or arising out of: (i) any violation violation, or correction of violation any violation, of Environmental Laws associated with the Assets ownership or operation of the Retained Assets, or (ii) any event or condition associated with the ownership or operation of the Assets or the Retained Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating being Released to or from the Assets or the Retained Assets or the disposal or release Release of Hazardous Substances generated by the operation of the Assets or the Retained Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, abatement, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, using Risk-Based Cleanup Criteria, if applicable, or to satisfy any applicable Voluntary Cleanup Program, using Risk-Based Cleanup Criteria, if applicable, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, using Risk-Based Cleanup Criteria, if applicable, or to satisfy any applicable Voluntary Cleanup Program, using Risk-Based Cleanup Criteria, if applicable, and (C) the cost and expense for any environmental or Toxic Tort pre-trial, trial, or appellate legal or litigation support work; but only to the extent that such violation complained of under Section 2.1(a)(i) or such events or conditions included under Section 2.1(a)(ii) occurred or existed on or before the date of this Agreement (collectively, “Covered Environmental Losses”). (b) The Partnership Group shall jointly and severally indemnify, defend and hold harmless the Parent Entities from and against environmental and Toxic Tort losses, damages (including, without limitation, real property damages and natural resource damages), injuries (including, without limitation, personal injury and death), liabilities, claims, demands, breaches of contracts, causes of action, judgments, settlements, fines, penalties, costs and expenses (including, without limitation, supplemental environmental project costs, court costs and reasonable attorney’s and expert’s fees) of any and every kind or character, known or unknown, fixed or contingent, suffered or incurred by the Parent Entities by reason of or arising out of: (i) any violation or correction of any violation of Environmental Laws associated with the ownership or operation of the Assets, or (ii) any event or condition associated with the ownership or operation of the Assets (including, without limitation, the presence of Hazardous Substances on, under, about or Releasing to or from the Assets or the Release of Hazardous Substances generated by the operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, abatement, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort Toxic Tort pre-trial, trial, or appellate legal or litigation support work, but ; in each case only to the extent that such violation complained of under Section 2.1(a)(i2.1(b)(i) or such events or conditions included under Section 2.1(a)(ii2.1(b)(ii) occurred before or existed after the Closing Date (collectivelydate of this Agreement, "Covered Environmental Losses"). (b) POCC shall indemnify, defend and hold harmless any of the Partnership Entities from and against any Losses suffered or incurred by any of the Partnership Entities to the extent that POCC any of the foregoing are not Covered Environmental Losses for which the Partnership Group is entitled to and receives indemnification, is defended or held harmless against any such Losses indemnification from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the PartnershipParent under this Article II. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets, or (ii) any event or condition associated with ownership or operation of the Assets (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, but only to the extent such violation complained of under Section 2.1(c)(i) or such events or conditions included under Section 2.1(c)(ii) occurred after the Closing Date.

Environmental Indemnification. (a) Subject to the limitations contained in this Section 2.1(a)2.5, POCC SPLC shall indemnify, defend and hold harmless each of the Partnership Entities Group Member from and against environmental and toxic tort any Losses sufferedsuffered or incurred by or asserted against any Group Member, incurred directly or paid indirectly, including as a result of any claim by any of the Partnership Entities a third party, by reason of or arising out of: (i) any violation of or correction of violation of any non-compliance with or liability under Environmental Laws associated with resulting or arising from the Assets or ownership of its interests in the Retained Assets, orJoint Venture Entities prior to the Closing Date; (ii) any event environmental remediation or condition associated with corrective action that is required by Environmental Law, to the extent resulting or arising from releases occurring during the ownership or operation of the Assets or Joint Venture Entities by SPLC prior to the Retained Assets Closing Date (including, without limitation, including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets Joint Venture Entities or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets Joint Venture Entities by SPLC at non-Asset Joint Venture Entity locations) including, without limitation, including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental Laws, Laws and (B) the cost or and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and Laws as in effect prior to the Closing Date; and (Ciii) the cost and expense for any environmental matter set forth on Schedule A. provided, however, that with respect to any violation or toxic tort prenon-trial, trial, or appellate legal or litigation support work, but only to the extent that such violation complained of compliance included under Section 2.1(a)(i) or such events any environmental remediation or conditions corrective action included under Section 2.1(a)(ii), SPLC will be obligated to indemnify such Group Member solely to the extent that (x) such violation or need for environmental remediation or corrective action occurred or existed before the Closing Date under Environmental Laws as in effect on or prior to the Closing Date, (collectivelyy) the violation, "remediation or corrective action was not identified in a voluntary audit or investigation undertaken outside the ordinary course of business by any Group Member or any person acting at the request or on behalf of any Group Member and (z) SPLC receives the written notice specified in Section 2.4(a) relating to such violation or need for environmental remediation or corrective action prior to the third anniversary of the Closing Date; provided, further, that for purposes of determining the amount of any Loss described in this Section 2.1(a) suffered or incurred by the Partnership Group, the Partnership’s ownership of only 43.0% of Zydeco, 28.6% of Mars, 49.0% of Bengal and 1.612% of Colonial shall be taken into account such that any Loss described in this Section 2.1(a) suffered or incurred by the Partnership Group or any Group Member would equal 43.0%, 28.6%, 49.0% or 1.612% of the total such Losses of Zydeco, Mars, Bengal or Colonial, as the case may be. Losses subject to indemnification in this Section 2.1(a) are referred to collectively as “Covered Environmental Losses").” (b) POCC Except for Covered Environmental Losses (exceeding the Environmental Deductible, where applicable), the Partnership shall indemnify, defend and hold harmless any of the Partnership Entities SPLC from and against any Losses suffered or incurred by any of the Partnership Entities to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership SPLC Entities, directly or indirectly, including as a result of any such indemnification with respect to which it might be entitled if requested claim by the Partnership; provided thata third party, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out ofof any of the following: (i) any violation of or correction of violation of non-compliance with Environmental Laws associated with resulting or arising from the Assets, orownership or operation of the Joint Venture Entities by the Partnership Group on or after the Closing Date; and (ii) any event environmental event, condition or condition matter associated with or arising from the ownership or operation of the Assets Joint Venture Entities by the Partnership Group (including, but not limited to, including the presence of Hazardous Substances on, under, about or migrating to or from the Assets Joint Venture Entities or the disposal or the release of Hazardous Substances generated by operation of the Assets Joint Venture Entities at non-Asset Joint Venture Entity locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, on or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, but only to the extent such violation complained of under Section 2.1(c)(i) or such events or conditions included under Section 2.1(c)(ii) occurred after the Closing Date; provided, however, that in no event shall the Partnership indemnify, defend or hold harmless SPLC from and against any Covered Environmental Losses relating to, arising from or attributable to any interest in Zydeco, Mars, Bengal or Colonial other than the interest that SPLC owns in each such entity.

Environmental Indemnification. (a) Subject to Section 3.2 and Section 3.5 and with respect to Assets Transferred pursuant to a Transaction Agreement, the limitations contained in this Section 2.1(a)Delek Entities, POCC jointly and severally, shall indemnify, defend and hold harmless each of the Partnership Entities Group from and against environmental and toxic tort any Losses suffered, suffered or incurred or paid by any of the Partnership Entities Group, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets or the Retained Assets, orLaws; (ii) any event environmentally related event, condition or condition matter associated with or arising from the ownership or operation of the Assets or the Retained Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained such Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained such Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, reporting, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense of any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; (iii) any environmentally related event, condition or matter or legal action pending as of the applicable Closing Date against the Delek Entities, a true and correct summary of which, with respect to Assets Transferred pursuant to a particular Transaction Agreement, is set forth on Schedule I attached hereto; (iv) any event, condition or environmental matter associated with or arising from the Retained Assets, whether occurring before or after the Closing Date; (v) any obligation imposed by or violation of the consent decree entered in United States x. Xxxxx Holding Company, Inc. and Delek Refining, Ltd., case no. 6:09-cv-319 (Eastern District of Texas), as it exists on July 26, 2013 and may be amended; and (vi) any obligation imposed by or violation of the consent decree entered in United States and State of Arkansas v. Lion Oil Company, LLC, Civ. No. 03-1028 (Western District of Arkansas), as it exists on the date hereof and may be amended. provided, however, that with respect to any violation under Section 3.1(a)(i) or any environmentally related event, condition or matter included under Section 3.1(a)(ii) that is associated with the ownership or operation of the Assets Transferred pursuant to a Transaction Agreement, the Delek Entities will be obligated to indemnify the Partnership Group only to the extent that such environmentally related violation, event, condition or matter giving rise to the claim (x) existed or occurred in whole or in part before the applicable Closing Date for such Transaction Agreement (or, with respect to an API 653 Tank, before the applicable API 653 Inspection Date) under then-applicable Environmental Laws and (y)(i) such environmentally related violation, event, condition or matter is set forth on Schedule II attached hereto or (ii) Delek US is notified in writing of such environmentally related violation, event, condition or matter prior to the applicable First Indemnification Deadline (or, with respect to an API 653 Tank, the applicable First API 653 Indemnification Deadline) (clauses (i) through (iv) of this Section 3.1(a) collectively, with respect to such Transaction Agreement, being “Covered Environmental Losses”). (b) The Partnership Group shall indemnify, defend and hold harmless the Delek Entities from and against any Losses suffered or incurred by the Delek Entities, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with or arising from the ownership or operation of the Assets; and (ii) any environmentally related event, condition or matter associated with or arising from the ownership or operation of the Assets (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, reporting, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; and regardless of whether such violation under Section 3.1(b)(i) or such environmentally related event, but condition or matter included under Section 3.1(b)(ii) occurred before or after the applicable Closing Date (or, with respect to an API 653 Tank, before or after the applicable API 653 Inspection Date), in each case, only to the extent that such violation complained of under Section 2.1(a)(i) or such events or conditions included under Section 2.1(a)(ii) occurred before the Closing Date (collectively, "Covered Environmental Losses"). (b) POCC shall indemnify, defend and hold harmless any of the Partnership Entities from and against any foregoing are not Covered Environmental Losses suffered or incurred by any of for which the Partnership Entities to the extent that POCC Group is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets, or (ii) any event or condition associated with ownership or operation of the Assets (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, Delek Entities under this Article III without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, but only giving effect to the extent such violation complained of under Section 2.1(c)(i) or such events or conditions included under Section 2.1(c)(ii) occurred after the Closing Dateapplicable Annual Environmental Deductible.

Environmental Indemnification. (a) Subject to the limitations contained in this Section 2.1(a4.1(b), POCC NLA Holdings shall indemnify, defend and hold harmless each of the Partnership Entities Group from and against environmental and toxic tort any Losses suffered, suffered or incurred or paid by any of the Partnership Entities Group, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of:of the following (collectively, “Covered Environmental Losses”): (i) any violation or correction of a violation of Environmental Laws associated with the Assets or the Retained Assets, or (ii) any event or condition associated with arising from the ownership or operation of the Contributed Assets or the Retained Contributed Interest; (ii) any event, condition or matter associated with or arising from the ownership or operation of the Contributed Assets or Contributed Interest (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Contributed Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Contributed Assets at non-Contributed Asset locations) including, without limitation, (A) the cost and expense of any that requires investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, including, without limitation, (A) the cost and expense of any such activity, (B) the cost or and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for of any environmental or toxic tort pre-trial, trial, trial or appellate legal or litigation support work; and (iii) any environmental event, but only to condition or matter associated with or arising from the extent that such violation complained of under Section 2.1(a)(i) Retained Assets, whether occurring before or such events or conditions included under Section 2.1(a)(ii) occurred before after the Closing Date (collectively, "Covered Environmental Losses")Effective Date. (b) POCC With respect to any discrete violation under Section 4.1(a)(i) or any discrete event, condition or matter included under Section 4.1(a)(ii), NLA Holdings will be obligated to indemnify the Partnership Group only if and to the extent that: (i) such violation, event, condition or matter occurred before the Effective Date under then-applicable Environmental Laws; and (ii) either (A) such violation, event, condition or matter is set forth on Schedule I attached hereto or (B) NLA Holdings is notified in writing of such violation, event, condition or matter prior to the first anniversary of the Effective Date. For the avoidance of doubt, nothing in this Section 4.1(b) shall apply to the indemnification obligations of NLA Holdings under Section 4.1(a)(iii). (c) The Partnership Group shall indemnify, defend and hold harmless any of the Partnership Entities NLA Holdings from and against any Losses suffered or incurred by NLA Holdings, directly or indirectly, or as a result of any of the Partnership Entities to the extent that POCC is entitled to and receives indemnificationclaim by a third party, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with or arising from the Assets, orownership or operation of the Contributed Assets or Contributed Interest; and (ii) any event event, condition or condition matter associated with or arising from the ownership or operation of the Contributed Assets or Contributed Interest (including, but not limited towithout limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Contributed Assets or the disposal or release of Hazardous Substances generated by operation of the Contributed Assets at non-Contributed Asset locations) including, without limitation, (A) the cost and expense of any that requires investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, including, without limitation, (A) the cost and expense of any such activity, (B) the cost or and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for of any environmental or toxic tort pre-trial, trial, trial or appellate legal or litigation support work; and regardless of whether such violation under Section 4.1(c)(i) or such event, but only condition or matter included under Section 4.1(c)(ii) occurred before or after the Effective Date, in each case, to the extent such violation complained that any of the foregoing do not constitute Covered Environmental Losses for which the Partnership Group is entitled to indemnification from NLA Holdings under Section 2.1(c)(i) or such events or conditions included under Section 2.1(c)(ii) occurred after the Closing Datethis Article IV.

Environmental Indemnification. (a) Subject to the limitations contained in this Section 2.1(a), POCC USD shall indemnify, defend and hold harmless each of the Partnership Entities Group Member from and against environmental and toxic tort any Losses sufferedsuffered or incurred by such Group Member, incurred directly or paid by any of the Partnership Entities indirectly, by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with as in effect prior to the Assets Closing Date and such violation commenced, occurred or existed before the Retained Assets, orClosing Date; (ii) any event environmental event, condition or condition matter associated with or arising from the ownership or operation of the Assets that commenced, occurred or existed before the Retained Assets Closing Date (including, without limitation, including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets disposal or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) including), without limitation, including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental LawsLaws and (B) the cost and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws as in effect prior to the Closing Date; and (iii) any environmental event, condition or matter associated with or arising from the Retained Assets, whether occurring before, on or after the Closing Date and whether occurring under Environmental Laws as in effect prior to, at or after the Closing Date (clauses (i), (ii) and (iii) being referred to collectively as “Covered Environmental Losses”); provided, however, that USD will be obligated to indemnify such Group Member for a Covered Environmental Loss described in Section 2.1(a)(i) or Section 2.1(a)(ii) only to the extent that USD is notified in writing of such violation, event, condition or environmental matter prior to the Identification Deadline. (b) The Partnership shall indemnify, defend and hold harmless USD from and against any Losses suffered or incurred by any of the USD Entities, directly or indirectly, by reason of or arising out of: (i) any violation of Environmental Laws as in effect on or after the Closing Date and such violation is associated with or arises from the ownership or operation of the Assets on or after the Closing Date; and (ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Assets on or after the Closing Date (including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or the release of Hazardous Substances generated by operation of the Assets at Asset locations) including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental Laws in effect on or after the Closing Date, and (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental LawsLaws as in effect on or after the Closing Date; and regardless of whether such violation under Section 2.1(b)(i) or such environmental event, and (Ccondition or matter included under Section 2.1(b)(ii) occurred before or after the cost and expense for any environmental or toxic tort pre-trialClosing Date, trialin each case, or appellate legal or litigation support work, but only to the extent that such violation complained of under Section 2.1(a)(i) or such events or conditions included under Section 2.1(a)(ii) occurred before the Closing Date (collectively, "Covered Environmental Losses"). (b) POCC shall indemnify, defend and hold harmless any of the Partnership Entities from and against any foregoing are not Covered Environmental Losses suffered or incurred by any of the Partnership Entities (without giving effect to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"Deductible). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets, or (ii) any event or condition associated with ownership or operation of the Assets (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, but only to the extent such violation complained of under Section 2.1(c)(i) or such events or conditions included under Section 2.1(c)(ii) occurred after the Closing Date.

Environmental Indemnification. (a) Subject to the limitations contained in this Section 2.1(a), POCC Green Plains shall indemnify, defend and hold harmless each of the Partnership Entities Group Member from and against environmental and toxic tort any Losses sufferedsuffered or incurred by such Group Member, incurred directly or paid indirectly (including as a result of any claim by any of the Partnership Entities a third party), by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets or the Retained Assets, or (ii) any event or condition associated with arising from the ownership or operation of the Assets prior to the Closing Date; (ii) any environmental event, condition or matter associated with or arising from the Retained ownership or operation of the Assets as in effect prior to the Closing Date (including, without limitation, including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets disposal or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) including), without limitation, including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities or other corrective action required or necessary under Environmental Laws, (B) the cost and expense of the preparation and implementation of any closure, remedial, corrective action or other plans required or necessary under Environmental Laws, and (C) the cost and expense of any environmental or toxic tort pre-trial, trial or appellate legal or litigation support work; and (iii) any environmental event, condition or matter associated with or arising from the Retained Assets, whether occurring before, on or after the Closing Date and whether occurring under Environmental Laws as in effect prior to, at or after the Closing Date; provided, however, that with respect to any violation under Section 2.1(a)(i) or any environmental event, condition or matter included under Section 2.1(a)(ii), Green Plains will be obligated to indemnify such Group Member only to the extent that Green Plains is notified in writing of such violation or environmental event, condition or matter prior to the Identification Deadline. For the avoidance of doubt, Green Plains shall have no indemnification obligations under Sections 2.1(a)(i) and 2.1(a)(ii) with respect to any claims based on additions to or modifications of Environmental Laws enacted or promulgated after the Closing Date. Losses subject to indemnification in this Section 2.1(a) are referred to collectively as “Covered Environmental Losses.” (b) The Partnership shall indemnify, defend and hold harmless Green Plains from and against any Losses suffered or incurred by any member of the Green Plains Group, directly or indirectly (including as a result of any claim by a third party), by reason of or arising out of: (i) any violation of Environmental Laws associated with or arising from the ownership or operation of the Assets occurring on or after the Closing Date; and (ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Assets occurring on or after the Closing Date (including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or the release of Hazardous Substances generated by operation of the Assets at non-Asset locations), including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, action or other plans required or necessary under Environmental Laws, and (C) the cost and expense for of any environmental or toxic tort pre-trial, trial, trial or appellate legal or litigation support work, but only ; to the extent that such violation complained of under Section 2.1(a)(i) or such events or conditions included under Section 2.1(a)(ii) occurred before the Closing Date (collectively, "Covered Environmental Losses"). (b) POCC shall indemnify, defend and hold harmless any of the Partnership Entities from and against any foregoing matters under Section 2.1(b)(i) or 2.1(b)(ii) do not constitute Covered Environmental Losses suffered or incurred by any of the Partnership Entities (without giving effect to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"Deductible). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets, or (ii) any event or condition associated with ownership or operation of the Assets (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, but only to the extent such violation complained of under Section 2.1(c)(i) or such events or conditions included under Section 2.1(c)(ii) occurred after the Closing Date.

Environmental Indemnification. (a) Subject to Section 3.2 and Section 3.5 and with respect to Assets Transferred pursuant to a Transaction Agreement, the limitations contained in this Section 2.1(a)Delek Entities, POCC jointly and severally, shall indemnify, defend and hold harmless each of the Partnership Entities Group from and against environmental and toxic tort any Losses suffered, suffered or incurred or paid by any of the Partnership Entities Group, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets or the Retained Assets, orLaws; (ii) any event environmentally related event, condition or condition matter associated with or arising from the ownership or operation of the Assets or the Retained Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained such Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained such Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for of any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; (iii) any environmentally related event, but condition or matter or legal action pending as of the applicable Closing Date against the Delek Entities, a true and correct summary of which, with respect to Assets Transferred pursuant to a particular Transaction Agreement, is set forth on Schedule I attached hereto; (iv) any event, condition or environmental matter associated with or arising from the Retained Assets, whether occurring before or after the Closing Date; (v) any obligation imposed by or violation of the consent decree entered in United States x. Xxxxx Holding Company, Inc. and Delek Refining, Ltd., case no. 6:09-cv-319 (Eastern District of Texas), as it exists on July 26, 2013 and may be amended; and (vi) any obligation imposed by or violation of the consent decree entered in United States and State of Arkansas v. Lion Oil Company, Civ. No. 03-1028 (Western District of Arkansas), as it exists on the date hereof and may be amended. provided, however, that with respect to any violation under Section 3.1(a)(i) or any environmentally related event, condition or matter included under Section 3.1(a)(ii) that is associated with the ownership or operation of the Assets Transferred pursuant to a Transaction Agreement, the Delek Entities will be obligated to indemnify the Partnership Group only to the extent that such violation complained of under Section 2.1(a)(i) environmentally related violation, event, condition or such events or conditions included under Section 2.1(a)(iimatter giving rise to the claim (x) occurred in whole or in part before the applicable Closing Date for such Transaction Agreement (or, with respect to an API 653 Tank, before the applicable API 653 Inspection Date) under then-applicable Environmental Laws and (y)(i) such environmentally related violation, event, condition or matter is set forth on Schedule II attached hereto or (ii) Delek US is notified in writing of such environmentally related violation, event, condition or matter prior to the applicable First Indemnification Deadline (or, with respect to an API 653 Tank, the applicable First API 653 Indemnification Deadline) (clauses (i) through (iv) of this Section 3.1(a) collectively, "with respect to such Transaction Agreement, being “Covered Environmental Losses"”). (b) POCC The Partnership Group shall indemnify, defend and hold harmless any of the Partnership Delek Entities from and against any Losses suffered or incurred by any of the Partnership Entities to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Delek Entities, directly or indirectly, or as a result of any such indemnification with respect to which it might be entitled if requested claim by the Partnership; provided thata third party, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with or arising from the ownership or operation of the Assets, or; and (ii) any event environmentally related event, condition or condition matter associated with or arising from the ownership or operation of the Assets (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; and regardless of whether such violation under Section 3.1(b)(i) or such environmentally related event, but only condition or matter included under Section 3.1(b)(ii) occurred before or after the applicable Closing Date (or, with respect to an API 653 Tank, before or after the applicable API 653 Inspection Date), in each case, to the extent such violation complained that any of the foregoing are not Covered Environmental Losses for which the Partnership Group is entitled to indemnification from the Delek Entities under Section 2.1(c)(i) or such events or conditions included under Section 2.1(c)(ii) occurred after this Article III without giving effect to the Closing Dateapplicable Annual Environmental Deductible.

Environmental Indemnification. (a) Subject to Section 3.2 and Section 3.5 and with respect to Assets Transferred pursuant to a Transaction Agreement, the limitations contained in this Section 2.1(a)Delek Entities, POCC jointly and severally, shall indemnify, defend and hold harmless each of the Partnership Entities Group from and against environmental and toxic tort any Losses suffered, suffered or incurred or paid by any of the Partnership Entities Group, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets or the Retained Assets, orLaws; (ii) any event environmentally related event, condition or condition matter associated with or arising from the ownership or operation of the Assets or the Retained Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained such Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained such Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for of any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; (iii) any environmentally related event, but only condition or matter or legal action pending as of the applicable Closing Date against the Delek Entities, a true and correct summary of which, with respect to Assets Transferred pursuant to a particular Transaction Agreement, is set forth on Schedule I attached hereto; (iv) any event, condition or environmental matter associated with or arising from the Retained Assets, whether occurring before or after the Closing Date; (v) any obligation imposed by or violation of the consent decree entered in United States x. Xxxxx Holding Company, Inc. and Delek Refining, Ltd., case no. 6:09-cv-319 (Eastern District of Texas), as it exists on July 26, 2013 and may be amended; and (vi) any obligation imposed by or violation of the consent decree entered in United States and State of Arkansas v. Lion Oil Company, Civ. No. 03-1028 (Western District of Arkansas), as it exists on the date hereof and may be amended. in whole or in part before the applicable Closing Date for such Transaction Agreement (or, with respect to an API 653 Tank, before the applicable API 653 Inspection Date) under then-applicable Environmental Laws and (y)(i) such environmentally related violation, event, condition or matter is set forth on Schedule II attached hereto or (ii) Delek US is notified in writing of such environmentally related violation, event, condition or matter prior to the extent that such violation complained applicable First Indemnification Deadline (or, with respect to an API 653 Tank, the applicable First API 653 Indemnification Deadline) (clauses (i) through (iv) of under this Section 2.1(a)(i3.1(a) or such events or conditions included under Section 2.1(a)(ii) occurred before the Closing Date (collectively, "with respect to such Transaction Agreement, being “Covered Environmental Losses"”). (b) POCC The Partnership Group shall indemnify, defend and hold harmless any of the Partnership Delek Entities from and against any Losses suffered or incurred by any of the Partnership Entities to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Delek Entities, directly or indirectly, or as a result of any such indemnification with respect to which it might be entitled if requested claim by the Partnership; provided thata third party, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with or arising from the ownership or operation of the Assets, or; and (ii) any event environmentally related event, condition or condition matter associated with or arising from the ownership or operation of the Assets (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; and regardless of whether such violation under Section 3.1(b)(i) or such environmentally related event, but only condition or matter included under Section 3.1(b)(ii) occurred before or after the applicable Closing Date (or, with respect to an API 653 Tank, before or after the applicable API 653 Inspection Date), in each case, to the extent such violation complained that any of the foregoing are not Covered Environmental Losses for which the Partnership Group is entitled to indemnification from the Delek Entities under Section 2.1(c)(i) or such events or conditions included under Section 2.1(c)(ii) occurred after this Article III without giving effect to the Closing Dateapplicable Annual Environmental Deductible.

Environmental Indemnification. (a) Subject to the limitations contained in this Section 2.1(a), POCC Green Plains shall indemnify, defend and hold harmless each of the Partnership Entities Group Member from and against environmental and toxic tort any Losses sufferedsuffered or incurred by such Group Member, incurred directly or paid indirectly (including as a result of any claim by any of the Partnership Entities a third party), by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets or the Retained Assets, or (ii) any event or condition associated with arising from the ownership or operation of the Assets prior to the Closing Date; (ii) any environmental event, condition or matter associated with or arising from the Retained ownership or operation of the Assets as in effect prior to the Closing Date (including, without limitation, including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets disposal or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) including), without limitation, including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities or other corrective action required or necessary under Environmental Laws (B) the cost and expense of the preparation and implementation of any closure, remedial, corrective action or other plans required or necessary under Environmental Laws, and (C) the cost and expense of any environmental or toxic tort pre-trial, trial or appellate legal or litigation support work; and (iii) any environmental event, condition or matter associated with or arising from the Retained Assets, whether occurring before, on or after the Closing Date and whether occurring under Environmental Laws as in effect prior to, at or after the Closing Date; provided, however, that with respect to any violation under Section 2.1(a)(i) or any environmental event, condition or matter included under Section 2.1(a)(ii), Green Plains will be obligated to indemnify such Group Member only to the extent that Green Plains is notified in writing of such violation or environmental event, condition or matter prior to the Identification Deadline. For the avoidance of doubt, Green Plains shall have no indemnification obligations under Sections 2.1(a)(i) and 2.1(a)(ii) with respect to any claims based on additions to or modifications of Environmental Laws enacted or promulgated after the Closing Date. Losses subject to indemnification in this Section 2.1(a) are referred to collectively as “Covered Environmental Losses.” (b) The Partnership shall indemnify, defend and hold harmless Green Plains from and against any Losses suffered or incurred by any member of the Green Plains Group, directly or indirectly (including as a result of any claim by a third party), by reason of or arising out of: (i) any violation of Environmental Laws associated with or arising from the ownership or operation of the Assets occurring on or after the Closing Date; and (ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Assets occurring on or after the Closing Date (including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or the release of Hazardous Substances generated by operation of the Assets at non-Asset locations), including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, action or other plans required or necessary under Environmental Laws, and (C) the cost and expense for of any environmental or toxic tort pre-trial, trial, trial or appellate legal or litigation support work, but only ; to the extent that such violation complained of under Section 2.1(a)(i) or such events or conditions included under Section 2.1(a)(ii) occurred before the Closing Date (collectively, "Covered Environmental Losses"). (b) POCC shall indemnify, defend and hold harmless any of the Partnership Entities from and against any foregoing matters under Section 2.1(a) or 2.1(b) do not constitute Covered Environmental Losses suffered or incurred by any of the Partnership Entities (without giving effect to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"Deductible). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets, or (ii) any event or condition associated with ownership or operation of the Assets (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, but only to the extent such violation complained of under Section 2.1(c)(i) or such events or conditions included under Section 2.1(c)(ii) occurred after the Closing Date.

Environmental Indemnification. (a) Subject to the limitations contained in this Section 2.1(a)Each of MPL Investment LLC and MPCLP, POCC jointly and severally, shall indemnify, defend and hold harmless each of the Partnership Entities Group Member from and against environmental and toxic tort any Losses sufferedsuffered or incurred by such Group Member, incurred directly or paid by any of the Partnership Entities indirectly, by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with as in effect prior to the Assets or the Retained Assets, orClosing Date; (ii) any event environmental event, condition or condition matter associated with or arising from the ownership or operation of the Assets or the Retained Assets (including, without limitation, including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets disposal or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) including, without limitation, including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental LawsLaws and (B) the cost and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws as in effect prior to the Closing Date; and (iii) any environmental event, condition or matter associated with or arising from the Retained Assets, whether occurring before, on or after the Closing Date and whether occurring under Environmental Laws as in effect prior to, at or after the Closing Date; provided, however, that with respect to any violation under Section 2.1(a)(i) or any environmental event, condition or matter included under Section 2.1(a)(ii) that is associated with the ownership or operation of the Assets, MPL Investment LLC and MPCLP will be obligated to indemnify such Group Member only to the extent that such violation or environmental event, condition or matter (x) was caused by the consummation of the transactions contemplated by the Contribution Agreement or commenced, occurred or existed before the Closing Date under Environmental Laws as in effect prior to the Closing Date and (y) MPCLP is notified in writing of such violation, event, condition or environmental matter prior to the Identification Deadline. Losses subject to indemnification in this Section 2.1(a) are referred to collectively as “Covered Environmental Losses”. (b) The Partnership shall indemnify, defend and hold harmless MPC from and against any Losses suffered or incurred by any of the MPC Entities, directly or indirectly, by reason of or arising out of: (i) any violation of Environmental Laws as in effect on or after the Closing Date associated with or arising from the ownership or operation of the Non-Holdings Assets on or after the Closing Date; and (ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Non-Holdings Assets on or after the Closing Date (including the presence of Hazardous Substances on, under, about or migrating to or from the Non-Holdings Assets or the disposal or the release of Hazardous Substances generated by operation of the Non-Holdings Assets at non-Asset locations) including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental Laws in effect on or after the Closing Date, and (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental LawsLaws as in effect on or after the Closing Date; and regardless of whether such violation under Section 2.1(b)(i) or such environmental event, and (Ccondition or matter included under Section 2.1(b)(ii) occurred before or after the cost and expense for any environmental or toxic tort pre-trialClosing Date, trialin each case, or appellate legal or litigation support work, but only to the extent that such violation complained any of under Section 2.1(a)(i) or such events or conditions included under Section 2.1(a)(ii) occurred before the Closing Date (collectively, "foregoing are not Covered Environmental Losses"Losses (without giving effect to the Environmental Deductible). (bc) POCC Holdings shall indemnify, defend and hold harmless any of the Partnership Entities MPC from and against any Losses suffered or incurred by any of the Partnership Entities to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership MPC Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided thatdirectly or indirectly, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws as in effect on or after the Closing Date associated with or arising from the Assets, orownership or operation of the Holdings Business on or after the Closing Date; and (ii) any event environmental event, condition or condition matter associated with or arising from the ownership or operation of the Assets Holdings Business on or after the Closing Date (including, but not limited to, including the presence of Hazardous Substances on, under, about or migrating to or from the Assets Holdings Business or the disposal or the release of Hazardous Substances generated by operation of the Assets Holdings Business at non-non- Asset locations) including, without limitation, including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental LawsLaws as in effect on or after the Closing Date, and (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, Laws in effect on or after the Closing Date; and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, but only to the extent regardless of whether such violation complained of under Section 2.1(c)(i) or such events environmental event, condition or conditions matter included under Section 2.1(c)(ii) occurred before or after the Closing Date, in each case, to the extent that any of the foregoing are not Covered Environmental Losses (without giving effect to the Environmental Deductible).

Environmental Indemnification. (a) Subject to Section 3.2 and Section 3.7 and with respect to Assets conveyed, contributed or otherwise transferred pursuant to a Contribution Agreement, each of the limitations contained in Andeavor Entities set forth on Schedule VII attached to this Section 2.1(aAgreement with respect to that Contribution Agreement (the “Andeavor Indemnifying Parties”), POCC severally and not jointly, shall indemnify, defend and hold harmless each of the Partnership Entities Group from and against environmental and toxic tort any Losses suffered, suffered or incurred or paid by any of the Partnership Entities Group, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets or the Retained Assets, orLaws; (ii) any event event, condition or condition environmental matter associated with or arising from the ownership or operation of the Assets or the Retained Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for of any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; (iii) any event, but condition or environmental matter or legal action pending as of the applicable Closing Date against the Andeavor Entities, a true and correct summary of which with respect to Assets conveyed, contributed or otherwise transferred pursuant to a particular Contribution Agreement is described on Schedule I to this Agreement; and (iv) any event, condition or environmental matter associated with or arising from the Retained Assets, whether occurring before or after the applicable Closing Date; provided, however, that with respect to any violation under Section 3.1(a)(i) or any event, condition or environmental matter included under Section 3.1(a)(ii) that is associated with the ownership or operation of the Assets conveyed, contributed or otherwise transferred pursuant to a particular Contribution Agreement, the Andeavor Indemnifying Parties will be obligated to indemnify the Partnership Group only to the extent that such violation complained of under Section 2.1(a)(i) violation, event, condition or such events or conditions included under Section 2.1(a)(iienvironmental matter (x) occurred before the Closing Date for that Contribution Agreement under then-applicable Environmental Laws and (y)(i) such violation, event, condition or environmental matter is set forth on Schedule II to this Agreement or (ii) Andeavor is notified in writing of such violation, event, condition or environmental matter prior to the applicable Identification Deadline (Sections 3.1(a)(i) through (iv) collectively, "with respect to that Contribution Agreement being “Covered Environmental Losses"”). (b) POCC The Partnership Group shall indemnify, defend and hold harmless any of the Partnership Andeavor Entities from and against any Losses suffered or incurred by any of the Partnership Entities to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Andeavor Entities, directly or indirectly, or as a result of any such indemnification with respect to which it might be entitled if requested claim by the Partnership; provided thata third party, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with or arising from the ownership or operation of the Assets, or; and (ii) any event event, condition or condition environmental matter associated with or arising from the ownership or operation of the Assets (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; and regardless of whether such violation under Section 3.1(b)(i) or such event, but only condition or environmental matter included under Section 3.1(b)(ii) occurred before or after the applicable Closing Date, in each case, to the extent such violation complained that any of the foregoing are not Covered Environmental Losses for which the Partnership Group is entitled to indemnification from the Andeavor Indemnifying Parties under this Article III without giving effect to the Annual Environmental Deductible. The Losses covered by this Section 2.1(c)(i3.1(b) or such events or conditions included under Section 2.1(c)(ii) occurred after the Closing Dateare hereinafter referred to as ‘Non-Covered Environmental Losses.”

Environmental Indemnification. (a) Subject to the limitations contained in this Section 2.1(a)3.2, POCC TMG shall indemnify, defend and hold harmless each of the Partnership Entities Group for a period of five years after the Closing Date from and against environmental and toxic tort Losses sufferedToxic Tort losses, damages (including, without limitation, real property damages and natural resource damages), injuries (including, without limitation, personal injury and death), liabilities, claims, demands, breaches of contracts, causes of action, judgments, settlements, fines, penalties, costs and expenses (including, without limitation, court costs and reasonable attorney's and expert's fees) of any and every kind or character, known or unknown, fixed or contingent, suffered or incurred or paid by any of the Partnership Entities Group by reason of or arising out of: (i) any violation violation, or correction of violation any violation, of Environmental Laws associated with the Assets ownership or operation of the Retained Assets, or (ii) any event or condition associated with the ownership or operation of the Assets or the Retained Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets or the disposal or release of Hazardous Substances generated by the operation of the Assets or the Retained Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental LawsLaws or to satisfy any applicable Voluntary Cleanup Program, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort Toxic Tort pre-trial, trial, or appellate legal or litigation support work, ; but only to the extent that such violation complained of under Section 2.1(a)(i3.1(a)(i) or such events or conditions included under Section 2.1(a)(ii3.1(a)(ii) occurred before the Closing Date (collectively, "Covered Environmental Losses"). (b) POCC The Partnership Group shall jointly and severally indemnify, defend and hold harmless any of the Partnership TMG Entities from and against environmental and Toxic Tort losses, damages (including, without limitation, real property damages and natural resource damages), injuries (including, without limitation, personal injury and death), liabilities, claims, demands, breaches of contracts, causes of action, judgments, settlements, fines, penalties, costs and expenses (including, without limitation, court costs and reasonable attorney's and expert's fees) of any Losses and every kind or character, known or unknown, fixed or contingent, suffered or incurred by any of the Partnership Entities to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC TMG Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the ownership or operation of the Assets, or (ii) any event or condition associated with the ownership or operation of the Assets (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by the operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort Toxic Tort pre-trial, trial, or appellate legal or litigation support work, but only to the extent ; and regardless of whether such violation complained of under Section 2.1(c)(i3.1(b)(i) or such events or conditions included under Section 2.1(c)(ii3.1(b)(ii) occurred before or after the Closing Date, except to the extent that any of the foregoing are Covered Environmental Losses for which the Partnership Group is entitled to indemnification from TMG under this Article III.

Environmental Indemnification. (a) Subject to the limitations contained in this Section 2.1(a3.1(a), POCC MRMC shall indemnify, defend and hold harmless each of the Partnership Entities from and against environmental and toxic tort Losses suffered, suffered or incurred or paid by any of the Partnership Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets or the Retained Assets, or (ii) any event or condition associated with the ownership or operation of the Assets or the Retained Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, ; but only to the extent that such violation complained of under Section 2.1(a)(i3.1(a)(i) or such events or conditions included under Section 2.1(a)(ii3.1(a)(ii) occurred before the Closing Date and only to the extent that a written notice of such violation, event or condition is given to MRMC by the Partnership within five years following the Closing Date (collectively, "Covered Environmental Losses"). In no event shall the aggregate liability of MRMC pursuant to this Section 3.1(a) exceed $7,500,000. (b) POCC MRMC shall indemnify, defend and hold harmless any of the Partnership Entities from and against any Losses suffered or incurred by any of the Partnership Entities to the extent that POCC MRMC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC MRMC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC MRMC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC MRMC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC MRMC from and against Losses suffered or incurred by any of the POCC MRMC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets, or (ii) any event or condition associated with ownership or operation of the Assets (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, but only to the extent ; and regardless of whether such violation complained of under Section 2.1(c)(i3.1(c)(i) or such events or conditions included under Section 2.1(c)(ii3.1(c)(ii) occurred before or after the Closing Date, except to the extent that any of the foregoing are Covered Environmental Losses or Pass-Through Environmental Losses for which the Partnership Entities are entitled to indemnification from MRMC under this Article III.

Environmental Indemnification. (a) Subject to the limitations contained in this Section 2.1(a)2.4, POCC Cypress Holdings shall indemnify, defend and hold harmless each the Partnership Group from and against any of the following Losses suffered or incurred by the Partnership Group, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of the operation or ownership of the IPO Assets prior to the IPO Closing Date: (i) any violation or correction of violation of Environmental Laws occurring or arising, in whole or in part, prior to the IPO Closing Date; (ii) any currently existing environmental event, action, omission, condition or matter or currently pending legal action against the Partnership Group, a true and correct summary of which is described on Schedule I attached hereto; and (iii) any event, condition, action, omission or matter that has an adverse impact on the environment and is associated with or arising, in whole or in part, from the ownership or operation of the IPO Assets prior to the IPO Closing Date (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the IPO Assets or the disposal or release of Hazardous Substances generated by operation of the IPO Assets at non-IPO Asset locations) including, without limitation, (A) the cost and expense of any required investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation or other corrective action under Environmental Laws, (B) the cost and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense of any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; provided, however, Cypress Holdings shall not be obligated to indemnify, defend and hold harmless the Partnership Group for a Loss under this Section 2.1(a)(iii) until such time as the aggregate amount of all Losses under this Section 2.1(a)(iii) exceeds $350,000 (the “Environmental Deductible”), at which time Cypress Holdings shall be obligated to indemnify the Partnership Group for the total amount of such Losses in excess of the Environmental Deductible; provided, however, that with respect to any event, condition or matter under this Section 2.1(a), Cypress Holdings will be obligated to indemnify the Partnership Group only to the extent that Cypress Holdings was notified in writing of such violation, event, condition or environmental matter on or before the third anniversary of the IPO Closing Date (clauses (i) through (iii) collectively, “Covered Environmental Losses”). (b) The Partnership Group, jointly and severally, shall indemnify, defend and hold harmless the Cypress Entities from and against environmental and toxic tort any Losses sufferedsuffered or incurred by the Cypress Entities, incurred directly or paid indirectly, or as a result of any claim by any of the Partnership Entities a third party, by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets or the Retained Assetsarising, or (ii) any event in whole or condition associated with in part, from the ownership or operation of the IPO Assets occurring on or after the Retained IPO Closing Date; and (ii) any event, condition or matter associated with or arising, in whole or in part, from the ownership or operation of the IPO Assets on or after the IPO Closing Date (including, without limitationbut not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained IPO Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained IPO Assets at non-IPO Asset locations) including, without limitation, (A) the cost and expense of any that requires investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, remediation or other corrective action required or necessary under Environmental Laws, including, without limitation, (A) the cost and expense of any such activity, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, but only to the extent that such violation complained of under Section 2.1(a)(i) or such events or conditions included under Section 2.1(a)(ii) occurred before the Closing Date (collectively, "Covered Environmental Losses"). (b) POCC shall indemnify, defend and hold harmless any of the Partnership Entities from foregoing matters under (i) and against any (ii) are not Covered Environmental Losses suffered or incurred by any of for which the Partnership Entities to the extent that POCC Group is entitled to and receives indemnification, is defended or held harmless against any such Losses indemnification from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets, or (ii) any event or condition associated with ownership or operation of the Assets (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, Cypress Holdings under this Article II without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, but only giving effect to the extent such violation complained of under Section 2.1(c)(i) or such events or conditions included under Section 2.1(c)(ii) occurred after the Closing DateEnvironmental Deductible.

Environmental Indemnification. (a) Subject to the limitations contained in this Section 2.1(a3.01(b), POCC Company and Pipeline shall indemnify, defend and hold harmless each of the Partnership Entities Group from and against environmental and toxic tort any Losses suffered, suffered or incurred or paid by any of the Partnership Entities Group, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of:of the following (collectively, “Covered Environmental Losses”): (i) any violation or correction of a violation of Environmental Laws associated with the Assets or the Retained Assets, or (ii) any event or condition associated with arising from the ownership or operation of the Assets Assets; (ii) any event, condition or matter associated with or arising from the Retained ownership or operation of the Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any that requires investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, including, without limitation, (A) the cost and expense of any such activity, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for of any environmental or toxic tort pre-trial, trial, trial or appellate legal or litigation support work; (iii) any environmental event, but only to condition or matter associated with or arising from the extent that such violation complained of under Section 2.1(a)(i) Retained Assets, whether occurring before or such events or conditions included under Section 2.1(a)(ii) occurred before after the Closing Date (collectively, "Covered Environmental Losses")Effective Date. (b) POCC With respect to any discrete violation under Section 3.01(a)(i) or any discrete environmental event, condition or matter included under Section 3.01(a)(ii), Company and Pipeline will be obligated to indemnify the Partnership Group only if and to the extent that: (i) such violation, event, condition or environmental matter occurred before the Effective Date under then-applicable Environmental Laws; and (ii) either (A) such violation, event, condition or environmental matter is set forth on Schedule I attached hereto or (B) Company is notified in writing of such violation, event, condition or environmental matter prior to the fifth anniversary of the Effective Date. For the avoidance of doubt, nothing in this Section 3.01(b) shall apply to Company’s and Pipeline’s indemnification obligations under Section 3.01(a)(iii). (c) The Partnership Group shall indemnify, defend and hold harmless any each of the Partnership Xxxxxxxx 66 Entities from and against any Losses suffered or incurred by any of the Partnership Entities to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Xxxxxxxx 66 Entities, directly or indirectly, or as a result of any such indemnification with respect to which it might be entitled if requested claim by the Partnership; provided thata third party, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with or arising from the ownership or operation of the Assets, or; and (ii) any event event, condition or condition matter associated with or arising from the ownership or operation of the Assets (including, but not limited towithout limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any that requires investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, including, without limitation, (A) the cost and expense of any such activity, (B) the cost or and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for of any environmental or toxic tort pre-trial, trial, trial or appellate legal or litigation support work; and regardless of whether such violation under Section 3.01(c)(i) or such event, but only condition or environmental matter included under Section 3.01(c)(ii) occurred before or after the Effective Date, in each case, to the extent such violation complained that any of the foregoing do not constitute Covered Environmental Losses for which the Partnership Group is entitled to indemnification from Company and Pipeline under Section 2.1(c)(i) or such events or conditions included under Section 2.1(c)(ii) occurred after the Closing Datethis Article III.

Environmental Indemnification. (a) Subject to Section 3.2, the limitations contained in this Section 2.1(a), POCC Xxxxx Entities shall indemnify, defend and hold harmless each of the Partnership Entities for a period of 10 years after the Closing Date or, solely with respect to the 2008 Crude Pipelines, Tanks and Related Assets, 15 years after the Closing Date, as applicable, from and against environmental and toxic tort Losses sufferedToxic Tort losses (including, without limitation, economic losses, diminution in value suffered by third parties, and lost profits), damages, injuries (including, without limitation, personal injury and death), liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs, and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any and every kind or character, known or unknown, fixed or contingent, suffered or incurred or paid by any of the Partnership Entities by reason of or any third party to the extent arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets ownership or operation of the Retained Assets, or (ii) any event or condition associated with the ownership or operation of the Assets or the Retained Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) ), including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort Toxic Tort pre-trial, trial, or appellate legal or litigation support work, ; but only to the extent that such violation complained of under Section 2.1(a)(i3.1(a)(i) or such events or conditions included under Section 2.1(a)(ii3.1(a)(ii) occurred before the Closing Date (collectively, "“Covered Environmental Losses"”); or (iii) the operation or ownership of any assets not transferred under this Agreement, including but not limited to underground pipelines retained by the Seller Parties which serve the refineries in Lovington, New Mexico, Artesia, New Mexico and Xxxxx Cross, Utah or the tanks that are part of the 2008 Crude Pipelines, Tanks and Related Assets (the “Transferred Tanks”) except to the extent arising out of the negligent acts or omissions or willful misconduct of a member of the Partnership Entities. (b) POCC To the extent that a good faith claim by the Partnership Entities for indemnification under Section 3.1(a)(i) or Section 3.1(a)(ii) arises from events or conditions at the Transferred Tanks or the soil immediately underneath the Transferred Tanks or the Transferred Tanks’ secondary containment, and the Xxxxx Entities refuse to provide such indemnification, then the burden of proof shall be on the Xxxxx Entities to demonstrate that the events or conditions giving rise to the claim arose after the Closing Date. (c) The Xxxxx Entities shall, during the period that commences on the Closing Date and ends five (5) years thereafter (the “Initial Tank Inspection Period”), reimburse the Partnership Entities for the actual costs associated with the first regularly scheduled API 653 inspection (the “Initial Tank Inspections”) and the costs associated with the replacement of the tank mixers on each of the Transferred Tanks after the Closing Date and any repairs required to be made to the Transferred Tanks as a result of any discovery made during the Initial Tank Inspections; provided, however, that (i) the Xxxxx Entities shall not reimburse the Partnership Entities with respect to the relocated crude oil Tank 437 in the Artesia refinery complex and the new crude oil tank to replace crude oil Tank 439 in the Artesia refinery complex more particularly described in the definition of 2008 Crude Pipelines, Tanks and Related Assets, and (ii) upon expiration of the Initial Tank Inspection Period, all of the obligations of the Xxxxx Entities pursuant to this Section 3.1(c) shall terminate, except that the Initial Tank Inspection Period shall be extended if, and only to the extent that (A) inaccessibility of the Transferred Tanks during the Initial Tank Inspection Period caused the delay of an Initial Tank Inspection originally scheduled to be preformed during the Initial Tank Inspection Period, and (B) the Xxxxx Entities received notice from the Partnership Entities regarding such delay at the time it occurred. (d) The Partnership Entities shall indemnify, defend and hold harmless any of the Partnership Xxxxx Entities from and against environmental and Toxic Tort losses (including, without limitation, economic losses, diminution in value and lost profits suffered by third parties), damages, injuries (including, without limitation, personal injury and death), liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs, and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any Losses and every kind or character, known or unknown, fixed or contingent, suffered or incurred by the Xxxxx Entities or any of the Partnership Entities third party to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assetsoperation of the Assets by a Person other than a Xxxxx Entity or ownership and operation of the Assets by a Person other than a Xxxxx Entity, or (ii) any event or condition associated with ownership or the operation of the Assets by a Person other than a Xxxxx Entity or ownership and operation of the Assets by a Person other than a Xxxxx Entity (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) except, where a Xxxxx Entity is operating an Asset, to the extent resulting from the negligent acts or omissions or willful misconduct of such Xxxxx Entity including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort Toxic Tort pre-trial, trial, or appellate legal or litigation support work, but ; and only to the extent such violation complained of under Section 2.1(c)(i3.1(d)(i) or such events or conditions included under Section 2.1(c)(ii3.1(d)(ii) occurred after the Closing Date; provided, however, that nothing stated above shall make the Partnership Entities responsible for any post-Closing Date negligent actions or omissions or willful misconduct by the Xxxxx Entities. (e) Notwithstanding anything in this Agreement to the contrary, as used in Section 3.1(a) the definition of Assets shall not include the 16” Lovington/Artesia Intermediate Pipeline.

Environmental Indemnification. (a) Subject to the limitations contained in this Section 2.1(a4.1(b), POCC NLA Holdings shall indemnify, defend and hold harmless each of the Partnership Entities Group from and against environmental and toxic tort any Losses suffered, suffered or incurred or paid by any of the Partnership Entities Group, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of:of the following (collectively, “Covered Environmental Losses”): (i) any violation or correction of a violation of Environmental Laws associated with the Assets or the Retained Assets, or (ii) any event or condition associated with arising from the ownership or operation of the Contributed Assets or the Retained Contributed Interest; (ii) any event, condition or matter associated with or arising from the ownership or operation of the Contributed Assets or Contributed Interest (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Contributed Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Contributed Assets at non-Contributed Asset locations) including, without limitation, (A) the cost and expense of any that requires investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, including, without limitation, (A) the cost and expense of any such activity, (B) the cost or and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for of any environmental or toxic tort pre-trial, trial, trial or appellate legal or litigation support work; and (iii) any environmental event, but only to condition or matter associated with or arising from the extent that such violation complained of under Section 2.1(a)(i) Retained Assets, whether occurring before or such events or conditions included under Section 2.1(a)(ii) occurred before after the Closing Date (collectively, "Covered Environmental Losses")Effective Date. (b) POCC With respect to any discrete violation under Section 4.1(a)(i) or any discrete event, condition or matter included under Section 4.1(a)(ii), NLA Holdings will be obligated to indemnify the Partnership Group only if and to the extent that: (i) such violation, event, condition or matter occurred before the Effective Date under then-applicable Environmental Laws; and (ii) either (A) such violation, event, condition or matter is set forth on Schedule I attached hereto or (B) NLA Holdings is notified in writing of such violation, event, condition or matter prior to the first anniversary of the Effective Date. For the avoidance of doubt, nothing in this Section 4.1(b) shall apply to the indemnification obligations of NLA Holdings under Section 4.1(a)(iii). (c) The Partnership Group shall indemnify, defend and hold harmless any of the Partnership Entities NLA Holdings from and against any Losses suffered or incurred by NLA Holdings, directly or indirectly, or as a result of any of the Partnership Entities to the extent that POCC is entitled to and receives indemnificationclaim by a third party, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with or arising from the Assets, orownership or operation of the Contributed Assets or Contributed Interest; and (ii) any event event, condition or condition matter associated with or arising from the ownership or operation of the Contributed Assets or Contributed Interest (including, but not limited towithout limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Contributed Assets or the disposal or release of Hazardous Substances generated by operation of the Contributed Assets at non-Contributed Asset locations) including, without limitation, (A) the cost and expense of any that requires investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, including, without limitation, (A) the cost and expense of any such activity, (B) the cost or and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for of any environmental or toxic tort pre-trial, trial, trial or appellate legal or litigation support work; and regardless of whether such violation under Section 4.1(c)(i) or such event, but only condition or matter included under Section 4.1(c)(ii) occurred before or after the Effective Date, in each case, to the extent such violation complained that any of the foregoing do not constitute Covered Environmental Losses for which the Partnership Group is entitled to indemnification from NLA Holdings under Section 2.1(c)(i) or such events or conditions included under Section 2.1(c)(ii) occurred after the Closing Datethis Article IV.

Environmental Indemnification. (a) Subject to the limitations contained in this Section 2.1(a3.1(b), POCC PennTex JV shall indemnify, defend and hold harmless each of the Partnership Entities Group from and against environmental and toxic tort any Losses suffered, suffered or incurred or paid by any of the Partnership Entities Group, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of:of the following (collectively, “Covered Environmental Losses”): (i) any violation or correction of a violation of Environmental Laws associated with the Assets or the Retained Assets, or (ii) any event or condition associated with arising from the ownership or operation of the Contributed Assets or the Retained Contributed Interest; (ii) any event, condition or matter associated with or arising from the ownership or operation of the Contributed Assets or Contributed Interest (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Contributed Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Contributed Assets at non-Contributed Asset locations) including, without limitation, (A) the cost and expense of any that requires investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, including, without limitation, (A) the cost and expense of any such activity, (B) the cost or and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for of any environmental or toxic tort pre-trial, trial, trial or appellate legal or litigation support work; and (iii) any environmental event, but only to condition or matter associated with or arising from the extent that such violation complained of under Section 2.1(a)(i) Retained Assets, whether occurring before or such events or conditions included under Section 2.1(a)(ii) occurred before after the Closing Date (collectively, "Covered Environmental Losses")Effective Date. (b) POCC With respect to any discrete violation under Section 3.1(a)(i) or any discrete event, condition or matter included under Section 3.1(a)(ii), PennTex JV will be obligated to indemnify the Partnership Group only if and to the extent that: (i) such violation, event, condition or matter occurred before the Effective Date under then-applicable Environmental Laws; and (ii) either (A) such violation, event, condition or matter is set forth on Schedule I attached hereto or (B) PennTex JV is notified in writing of such violation, event, condition or matter prior to the first anniversary of the Effective Date. For the avoidance of doubt, nothing in this Section 3.1(b) shall apply to PennTex JV’s indemnification obligations under Section 3.1(a)(iii). (c) The Partnership Group shall indemnify, defend and hold harmless any each of the Partnership PennTex JV Entities from and against any Losses suffered or incurred by any of the Partnership Entities to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership PennTex JV Entities, directly or indirectly, or as a result of any such indemnification with respect to which it might be entitled if requested claim by the Partnership; provided thata third party, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with or arising from the Assets, orownership or operation of the Contributed Assets or Contributed Interest; and (ii) any event event, condition or condition matter associated with or arising from the ownership or operation of the Contributed Assets or Contributed Interest (including, but not limited towithout limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Contributed Assets or the disposal or release of Hazardous Substances generated by operation of the Contributed Assets at non-Contributed Asset locations) including, without limitation, (A) the cost and expense of any that requires investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, including, without limitation, (A) the cost and expense of any such activity, (B) the cost or and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for of any environmental or toxic tort pre-trial, trial, trial or appellate legal or litigation support work; and regardless of whether such violation under Section 3.1(c)(i) or such event, but only condition or matter included under Section 3.1(c)(ii) occurred before or after the Effective Date, in each case, to the extent such violation complained that any of the foregoing do not constitute Covered Environmental Losses for which the Partnership Group is entitled to indemnification from PennTex JV under Section 2.1(c)(i) or such events or conditions included under Section 2.1(c)(ii) occurred after the Closing Datethis Article III.

Environmental Indemnification. (a) Subject to Section 3.2, the limitations contained in this Section 2.1(a), POCC Xxxxx Entities shall indemnify, defend and hold harmless each of the Partnership Entities for a period of 10 years after the Closing Date or, solely with respect to the 2008 Crude Pipelines, Tanks and Related Assets, 15 years after the Closing Date, as applicable, from and against environmental and toxic tort Losses sufferedToxic Tort losses (including, without limitation, economic losses, diminution in value suffered by third parties, and lost profits), damages, injuries (including, without limitation, personal injury and death), liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs, and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any and every kind or character, known or unknown, fixed or contingent, suffered or incurred or paid by any of the Partnership Entities by reason of or any third party to the extent arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets ownership or operation of the Retained Assets, or (ii) any event or condition associated with the ownership or operation of the Assets or the Retained Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) ), including, without limitation, (Ac) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (Bd) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (Ce) the cost and expense for any environmental or toxic tort Toxic Tort pre-trial, trial, or appellate legal or litigation support work, ; but only to the extent that such violation complained of under Section 2.1(a)(i3.1(a)(i) or such events or conditions included under Section 2.1(a)(ii3.1(a)(ii) occurred before the Closing Date (collectively, "“Covered Environmental Losses"”); or (iii) the operation or ownership by Xxxxx and its Affiliates of any assets not constituting part of the Assets, including but not limited to underground pipelines retained by the Seller Parties which serve the refineries in Lovington, New Mexico, Artesia, New Mexico and Xxxxx Cross, Utah or the tanks that are part of the 2008 Crude Pipelines, Tanks and Related Assets to the extent not transferred to the Partnership Entities (the “Transferred Tanks”), except to the extent arising out of the negligent acts or omissions or willful misconduct of a member of the Partnership Entities. (b) POCC To the extent that a good faith claim by the Partnership Entities for indemnification under Section 3.1(a)(i) or Section 3.1(a)(ii) arises from events or conditions at the Transferred Tanks or the soil immediately underneath the Transferred Tanks or the Transferred Tanks’ secondary containment, and the Xxxxx Entities refuse to provide such indemnification, then the burden of proof shall be on the Xxxxx Entities to demonstrate that the events or conditions giving rise to the claim arose after the Closing Date. (c) The Xxxxx Entities shall, during the period that commences on the Closing Date and ends five (5) years thereafter (the “Initial Tank Inspection Period”), reimburse the Partnership Entities for the actual costs associated with the first regularly scheduled API 653 inspection (the “Initial Tank Inspections”) and the costs associated with the replacement of the tank mixers on each of the Transferred Tanks after the Closing Date and any repairs required to be made to the Transferred Tanks as a result of any discovery made during the Initial Tank Inspections; provided, however, that (f) the Xxxxx Entities shall not reimburse the Partnership Entities with respect to the relocated crude oil Tank 437 in the Artesia refinery complex and the new crude oil tank to replace crude oil Tank 439 in the Artesia refinery complex more particularly described in the definition of 2008 Crude Pipelines, Tanks and Related Assets, and (g) upon expiration of the Initial Tank Inspection Period, all of the obligations of the Xxxxx Entities pursuant to this Section 3.1(c) shall terminate, except that the Initial Tank Inspection Period shall be extended if, and only to the extent that (h) inaccessibility of the Transferred Tanks during the Initial Tank Inspection Period caused the delay of an Initial Tank Inspection originally scheduled to be performed during the Initial Tank Inspection Period, and (i) the Xxxxx Entities received notice from the Partnership Entities regarding such delay at the time it occurred. (d) The Partnership Entities shall indemnify, defend and hold harmless any of the Partnership Xxxxx Entities from and against environmental and Toxic Tort losses (including, without limitation, economic losses, diminution in value and lost profits suffered by third parties), damages, injuries (including, without limitation, personal injury and death), liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs, and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any Losses and every kind or character, known or unknown, fixed or contingent, suffered or incurred by the Xxxxx Entities or any of the Partnership Entities third party to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assetsoperation of the Assets by a Person other than a Xxxxx Entity or ownership and operation of the Assets by a Person other than a Xxxxx Entity, or (ii) any event or condition associated with ownership or the operation of the Assets by a Person other than a Xxxxx Entity or ownership and operation of the Assets by a Person other than a Xxxxx Entity (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) except, where a Xxxxx Entity is operating an Asset, to the extent resulting from the negligent acts or omissions or willful misconduct of such Xxxxx Entity including, without limitation, (Aj) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (Bk) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (Cl) the cost and expense for any environmental or toxic tort Toxic Tort pre-trial, trial, or appellate legal or litigation support work, ; but only to the extent such violation complained of under Section 2.1(c)(i3.1(d)(i) or such events or conditions included under Section 2.1(c)(ii3.1(d)(ii) occurred after the Closing Date; provided, however, that nothing stated above shall make the Partnership Entities responsible for any post-Closing Date negligent actions or omissions or willful misconduct by the Xxxxx Entities. (e) Notwithstanding anything in this Agreement to the contrary, as used in Section 3.1(a) the definition of Assets shall not include the 16” Lovington/Artesia Intermediate Pipeline, the Xxxxxx Pipeline, the Roadrunner Pipeline, the Tulsa Interconnecting Pipelines or the UNEV Pipeline.

Environmental Indemnification. (a) Subject to the limitations contained in this Section 2.1(a3.01(b), POCC Landmark shall indemnify, defend and hold harmless each of the Partnership Entities Group Member from and against environmental and toxic tort any Losses sufferedsuffered or incurred by such Partnership Group Member, incurred directly or paid indirectly, or as a result of any claim by any of the Partnership Entities a third party, by reason of or arising out of:of the following (collectively, “Covered Environmental Losses”): (i) any violation or correction of a violation of Environmental Laws associated with the Assets or the Retained Assets, or (ii) any event or condition associated with arising from the ownership or operation of the Assets prior to the Effective Date; (ii) any event, condition or matter associated with or arising from the Retained ownership or operation of the Assets prior to the Effective Date (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any that requires investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, including, without limitation, (A) the cost and expense of any such activity, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for of any environmental or toxic tort pre-trial, trial, trial or appellate legal or litigation support work; (iii) any environmental event, but only to condition or matter associated with or arising from the extent that such violation complained of under Section 2.1(a)(i) Retained Assets, whether occurring before, on or such events or conditions included under Section 2.1(a)(ii) occurred before after the Closing Date (collectively, "Covered Environmental Losses")Effective Date. (b) POCC With respect to any discrete violation under Section 3.01(a)(i) or any discrete environmental event, condition or matter included under Section 3.01(a)(ii), Landmark will be obligated to indemnify each Partnership Group Member only if and to the extent that either (A) such violation, event, condition or environmental matter is set forth on Schedule I attached hereto or (B) Landmark is notified in writing of such violation, event, condition or environmental matter prior to the fifth anniversary of the Effective Date. For the avoidance of doubt, (i) nothing in this Section 3.01(b) shall apply to Landmark’s indemnification obligations under Section 3.01(a)(iii) and (ii) Landmark shall have no indemnification obligations under Sections 3.01(a)(i) and 3.01(a)(ii) with respect to any claims based on additions to or modifications of Environmental Laws enacted or promulgated on or after the Effective Date. (c) The Partnership Group shall indemnify, defend and hold harmless any each of the Partnership Landmark Entities from and against any Losses suffered or incurred by any of the Partnership Entities to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Landmark Entities, directly or indirectly, or as a result of any such indemnification with respect to which it might be entitled if requested claim by the Partnership; provided thata third party, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with or arising from the Assets, or (ii) any event or condition associated with ownership or operation of the Assets occurring on or after the Effective Date; and (ii) any event, condition or matter associated with or arising from the ownership or operation of the Assets occurring on or after the Effective Date (including, but not limited towithout limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any that requires investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, including, without limitation, (A) the cost and expense of any such activity, (B) the cost or and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for of any environmental or toxic tort pre-trial, trial, trial or appellate legal or litigation support work, but only ; to the extent such violation complained that any of the foregoing matters under Section 2.1(c)(i3.01(c)(i) or such events or conditions included Section 3.01(c)(ii) do not constitute Covered Environmental Losses for which the Partnership Group is entitled to indemnification from Landmark under Section 2.1(c)(ii) occurred after this Article III, without giving effect to the Closing DateEnvironmental Deductible.

Environmental Indemnification. (a) Subject to Section 3.2, the limitations contained in this Section 2.1(a), POCC Xxxxx Entities shall indemnify, defend and hold harmless each of the Partnership Entities for a period of 10 years after the Closing Date or, solely with respect to the 2008 Crude Pipelines, Tanks and Related Assets, 15 years after the Closing Date, as applicable, from and against environmental and toxic tort Losses sufferedToxic Tort losses (including, without limitation, economic losses, diminution in value 12 suffered by third parties, and lost profits), damages, injuries (including, without limitation, personal injury and death), liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs, and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any and every kind or character, known or unknown, fixed or contingent, suffered or incurred or paid by any of the Partnership Entities by reason of or any third party to the extent arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets ownership or operation of the Retained Assets, or (ii) any event or condition associated with the ownership or operation of the Assets or the Retained Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) ), including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort Toxic Tort pre-trial, trial, or appellate legal or litigation support work, ; but only to the extent that such violation complained of under Section 2.1(a)(i3.1(a)(i) or such events or conditions included under Section 2.1(a)(ii3.1(a)(ii) occurred before the Closing Date (collectively, "“Covered Environmental Losses"”); or (iii) the operation or ownership by Xxxxx and its Affiliates of any assets not constituting part of the Assets, including but not limited to underground pipelines retained by the Xxxxx Entities which serve the refineries in Lovington, New Mexico, Artesia, New Mexico and Xxxxx Cross, Utah or the tanks that are part of the 2008 Crude Pipelines, Tanks and Related Assets to the extent not transferred to the Partnership Entities (the “Transferred Tanks”), except to the extent arising out of the negligent acts or omissions or willful misconduct of a member of the Partnership Entities. (b) POCC To the extent that a good faith claim by the Partnership Entities for indemnification under Section 3.1(a)(i) or Section 3.1(a)(ii) arises from events or conditions at the Transferred Tanks or the soil immediately underneath the Transferred Tanks or the Transferred Tanks’ secondary containment, and the Xxxxx Entities refuse to provide such indemnification, then the burden of proof shall be on the Xxxxx Entities to demonstrate that the events or conditions giving rise to the claim arose after the Closing Date. (c) The Xxxxx Entities shall, during the period that commences on the Closing Date and ends five (5) years thereafter (the “Initial Tank Inspection Period”), reimburse the Partnership Entities for the actual costs associated with the first regularly scheduled API 653 inspection (the “Initial Tank Inspections”) and the costs associated with the replacement of the tank mixers on each of the Transferred Tanks after the Closing Date and any repairs required to be made to the Transferred Tanks as a result of any discovery made during the Initial Tank Inspections; provided, however, that (i) the Xxxxx Entities shall not reimburse the Partnership Entities with respect to the relocated crude oil Tank 437 in the Artesia refinery complex and the new crude oil tank to replace crude oil Tank 439 in the Artesia refinery complex more particularly described in the definition of 2008 Crude Pipelines, Tanks and Related Assets, and (ii) upon expiration of the Initial Tank Inspection Period, all of the obligations of the Xxxxx Entities pursuant to this Section 3.1(c) shall terminate, except that the Initial Tank Inspection Period shall be extended if, and only to the extent that (A) inaccessibility of the Transferred Tanks during the Initial Tank Inspection Period caused the delay of an Initial Tank Inspection originally scheduled to be performed during the Initial Tank Inspection Period, and (B) the Xxxxx Entities received notice from the Partnership Entities regarding such delay at the time it occurred. (d) The Partnership Entities shall indemnify, defend and hold harmless any of the Partnership Xxxxx Entities from and against environmental and Toxic Tort losses (including, without limitation, economic losses, diminution in value and lost profits suffered by third parties), damages, injuries (including, without limitation, personal injury and death), liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs, and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any Losses and every kind or character, known or unknown, fixed or contingent, suffered or incurred by the Xxxxx Entities or any of the Partnership Entities third party to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assetsoperation of the Assets by a Person other than a Xxxxx Entity or ownership and operation of the Assets by a Person other than a Xxxxx Entity, or (ii) any event or condition associated with ownership or the operation of the Assets by a Person other than a Xxxxx Entity or ownership and operation of the Assets by a Person other than a Xxxxx Entity (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) except, where a Xxxxx Entity is operating an Asset, to the extent resulting from the negligent acts or omissions or willful misconduct of such Xxxxx Entity including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort Toxic Tort pre-trial, trial, or appellate legal or litigation support work, ; but only to the extent such violation complained of under Section 2.1(c)(i3.1(d)(i) or such events or conditions included under Section 2.1(c)(ii3.1(d)(ii) occurred after the Closing Date; provided, however, that nothing stated above shall make the Partnership Entities responsible for any post-Closing Date negligent actions or omissions or willful misconduct by the Xxxxx Entities. (e) Notwithstanding anything in this Agreement to the contrary, as used in Section 3.1(a) the definition of Assets shall not include the 16” Lovington/Artesia Intermediate Pipeline, the Xxxxxx Pipeline, the Roadrunner Pipeline, the Tulsa Interconnecting Pipelines, the UNEV Pipeline, the Malaga Pipeline System (other than that certain 8” pipeline extending 50 miles from the White City Station that was formerly used as a refined products pipeline and that was conveyed to the Partnership Entities as part of the 2004 Product Pipelines, Terminal and Related Assets), or the El Dorado New Tank.

Environmental Indemnification. (a) Subject to the limitations contained in this Section 2.1(a3.01(b) and Section 3.08(a), POCC Takota LP shall indemnify, defend and hold harmless each of the Partnership Entities Public Company Group from and against environmental and toxic tort any Losses sufferedsuffered or incurred by the Public Company Group, incurred directly or paid indirectly, or as a result of any claim by any of the Partnership Entities a third party, by reason of or arising out of:of the following (collectively, “Covered Environmental Losses”): (i) any violation or correction of a violation of Environmental Laws associated with or arising from the Assets ownership or operation of the Retained Assets, or; (ii) any event event, condition or condition matter associated with or arising from the ownership or operation of the Assets or the Retained Assets (including, without limitation, including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any that requires investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, including (A) the cost and expense of any such activity, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for of any environmental or toxic tort pre-trial, trial, trial or appellate legal or litigation support work; (iii) any environmental event, but only to condition or matter associated with or arising from the extent that such violation complained of under Section 2.1(a)(i) Retained Assets, whether occurring before, on or such events or conditions included under Section 2.1(a)(ii) occurred before after the Closing Date (collectively, "Covered Environmental Losses")Effective Date. (b) POCC shall indemnifyWith respect to any discrete violation under Section 3.01(a)(i) or any discrete environmental event, defend condition or matter included under Section 3.01(a)(ii), Takota LP will be obligated to indemnify the Public Company Group only if and hold harmless any of the Partnership Entities from and against any Losses suffered or incurred by any of the Partnership Entities to the extent that POCC that: (i) such violation, event, condition or environmental matter occurred before the Effective Date under then-applicable Environmental Laws; and (ii) either (A) such violation, event, condition or environmental matter is entitled to and receives indemnification, set forth on Schedule I attached hereto or (B) Takota LP is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance notified in writing of such agreementviolation, POCC agrees event, condition or environmental matter prior to use its best commercially reasonable efforts to pursue, for the benefit fifth anniversary of the Partnership EntitiesEffective Date. For the avoidance of doubt, any such nothing in this Section 3.01(b) shall apply to Takota LP’s indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnershipobligations under Section 3.01(a)(iii). (c) The Partnership shall indemnify, defend and hold harmless POCC each of the Hess Entities and the Non-Public Company Group Members from and against any Losses suffered or incurred by the Hess Entities or the Non-Public Company Group Members, directly or indirectly, or as a result of any of the POCC Entities claim by a third party, by reason of or arising out of: (i) any violation or correction of a violation of Environmental Laws associated with or arising from the Assets, or (ii) any event or condition associated with ownership or operation of the Assets (includingother than the Joint Interest Assets); and (ii) any event, but not limited to, condition or matter associated with or arising from the ownership or operation of the Assets (other than the Joint Interest Assets) (including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any that requires investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, including (A) the cost and expense of any such activity, (B) the cost or and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for of any environmental or toxic tort pre-trial, trial, trial or appellate legal or litigation support work; and regardless of whether such violation under Section 3.01(c)(i) or such event, but only condition or environmental matter included under Section 3.01(c)(ii) occurred before or after the Effective Date, in each case, to the extent that any of the foregoing do not constitute Covered Environmental Losses for which the Public Company Group is entitled to indemnification from Takota LP under this Article III. (d) HTGP Opco shall indemnify, defend and hold harmless each of the Hess Entities and the Non-Public Company Group Members from and against any Losses suffered or incurred by the Hess Entities or the Non-Public Company Group Members, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of: (i) any violation or correction of a violation of Environmental Laws associated with or arising from the ownership or operation of the HTGP Assets; and (ii) any event, condition or matter associated with or arising from the ownership or operation of the HTGP Assets (including the presence of Hazardous Substances on, under, about or migrating to or from the HTGP Assets or the disposal or release of Hazardous Substances generated by operation of the HTGP Assets at non-HTGP Asset locations) that requires investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action under Environmental Laws, including (A) the cost and expense of any such activity, (B) the cost and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense of any environmental or toxic tort pre-trial, trial or appellate legal or litigation support work; and regardless of whether such violation complained of under Section 2.1(c)(i3.01(d)(i) or such events event, condition or conditions environmental matter included under Section 2.1(c)(ii3.01(d)(ii) occurred before or after the Closing Effective Date, in each case, to the extent that any of the foregoing do not constitute Covered Environmental Losses for which the Public Company Group is entitled to indemnification from Takota LP under this Article III. (e) Logistics Opco shall indemnify, defend and hold harmless each of the Hess Entities and the Non-Public Company Group Members from and against any Losses suffered or incurred by the Hess Entities or the Non-Public Company Group Members, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of: (i) any violation or correction of a violation of Environmental Laws associated with or arising from the ownership or operation of the Logistics Assets; and (ii) any event, condition or matter associated with or arising from the ownership or operation of the Logistics Assets (including the presence of Hazardous Substances on, under, about or migrating to or from the Logistics Assets or the disposal or release of Hazardous Substances generated by operation of the Logistics Assets at non-Logistics Assets locations) that requires investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action under Environmental Laws, including (A) the cost and expense of any such activity, (B) the cost and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense of any environmental or toxic tort pre-trial, trial or appellate legal or litigation support work; and regardless of whether such violation under Section 3.01(e)(i) or such event, condition or environmental matter included under Section 3.01(e)(ii) occurred before or after the Effective Date, in each case, to the extent that any of the foregoing do not constitute Covered Environmental Losses for which the Public Company Group is entitled to indemnification from Takota LP under this Article III.

Environmental Indemnification. (a) Subject to the limitations contained in this Section 2.1(a)2.4, POCC Cypress Holdings shall indemnify, defend and hold harmless each the Partnership Group from and against any of the following Losses suffered or incurred by the Partnership Group, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of the operation or ownership of the IPO Assets prior to the IPO Closing Date: (i) any violation or correction of violation of Environmental Laws occurring or arising, in whole or in part, prior to the IPO Closing Date; (ii) any currently existing environmental event, action, omission, condition or matter or currently pending legal action against the Partnership Group, a true and correct summary of which is described on Schedule I attached hereto; and (iii) any event, condition, action, omission or matter that has an adverse impact on the environment and is associated with or arising, in whole or in part, from the ownership or operation of the IPO Assets prior to the IPO Closing Date (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the IPO Assets or the disposal or release of Hazardous Substances generated by operation of the IPO Assets at non-IPO Asset locations) including, without limitation, (A) the cost and expense of any required investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation or other corrective action under Environmental Laws, (B) the cost and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense of any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; provided, however, Cypress Holdings shall not be obligated to indemnify, defend and hold harmless the Partnership Group for a Loss under this Section 2.1(a)(iii) until such time as the aggregate amount of all Losses under this Section 2.1(a)(iii) exceeds $350,000 (the “Environmental Deductible”), at which time Cypress Holdings shall be obligated to indemnify the Partnership Group for the total amount of such Losses in excess of the Environmental Deductible; provided, however, that with respect to any event, condition or matter under Sections 2.1(a)(iii), Cypress Holdings will be obligated to indemnify the Partnership Group only to the extent that Cypress Holdings is notified in writing of such violation, event, condition or environmental matter on or before the third anniversary of the IPO Closing Date (clauses (i) through (iii) collectively, “Covered Environmental Losses”). (b) The Partnership Group, jointly and severally, shall indemnify, defend and hold harmless the Cypress Entities from and against environmental and toxic tort any Losses sufferedsuffered or incurred by the Cypress Entities, incurred directly or paid indirectly, or as a result of any claim by any of the Partnership Entities a third party, by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets or the Retained Assetsarising, or (ii) any event in whole or condition associated with in part, from the ownership or operation of the IPO Assets occurring on or after the Retained IPO Closing Date; and (ii) any event, condition or matter associated with or arising, in whole or in part, from the ownership or operation of the IPO Assets on or after the IPO Closing Date (including, without limitationbut not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained IPO Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained IPO Assets at non-IPO Asset locations) including, without limitation, (A) the cost and expense of any that requires investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, remediation or other corrective action required or necessary under Environmental Laws, including, without limitation, (A) the cost and expense of any such activity, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, but only to the extent that such violation complained of under Section 2.1(a)(i) or such events or conditions included under Section 2.1(a)(ii) occurred before the Closing Date (collectively, "Covered Environmental Losses"). (b) POCC shall indemnify, defend and hold harmless any of the Partnership Entities from foregoing matters under (i) and against any (ii) are not Covered Environmental Losses suffered or incurred by any of for which the Partnership Entities to the extent that POCC Group is entitled to and receives indemnification, is defended or held harmless against any such Losses indemnification from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets, or (ii) any event or condition associated with ownership or operation of the Assets (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, Cypress Holdings under this Article II without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, but only giving effect to the extent such violation complained of under Section 2.1(c)(i) or such events or conditions included under Section 2.1(c)(ii) occurred after the Closing DateEnvironmental Deductible.

Environmental Indemnification. (a) Subject to the limitations contained in this Section 2.1(a)3.2, POCC Xxxxx shall indemnify, defend and hold harmless each of the Partnership Entities Group for a period of 10 years after the Closing Date or, solely with respect to the 2008 Crude Pipelines, Tanks and Related Assets, 15 years after the Closing Date, as applicable, from and against environmental and toxic tort Losses sufferedToxic Tort losses (including, without limitation, economic losses, diminution in value suffered by third parties, and lost profits), damages, injuries (including, without limitation, personal injury and death), liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs, and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any and every kind or character, known or unknown, fixed or contingent, suffered or incurred or paid by any of the Partnership Entities Group or any third party by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets ownership or operation of the Retained Assets, or (ii) any event or condition associated with the ownership or operation of the Assets or the Retained Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort Toxic Tort pre-trial, trial, or appellate legal or litigation support work, ; but only to the extent that such violation complained of under Section 2.1(a)(i3.1(a)(i) or such events or conditions included under Section 2.1(a)(ii3.1(a)(ii) occurred before the Closing Date (collectively, "“Covered Environmental Losses"”); or (iii) the operation or ownership of any assets not transferred under this Agreement, including but not limited to underground pipelines retained by the Seller Parties which serve the refineries in Lovington, New Mexico, Artesia, New Mexico and Xxxxx Cross, Utah or the tanks that are part of the 2008 Crude Pipelines, Tanks and Related Assets (the “Transferred Tanks”). (b) POCC To the extent that a good faith claim by the Partnership Group for indemnification under Section 3.1(a)(ii) or Section 3.1(a)(iii) arises from events or conditions at the Transferred Tanks or the soil immediately underneath the Transferred Tanks or the Transferred Tanks’ secondary containment, and the Xxxxx Entities refuse to provide such indemnification, then the burden of proof shall be on the Xxxxx Entities to demonstrate that the events or conditions giving rise to the claim arose after the Closing Date. (c) The Xxxxx Entities shall, during the period that commences on the Closing Date and ends five (5) years thereafter (the “Initial Tank Inspection Period”), reimburse the Partnership Group for the actual costs associated with the first regularly scheduled API 653 inspection (the “Initial Tank Inspections”) and the costs associated with the replacement of the tank mixers on each of the Transferred Tanks after the Closing Date and any repairs required to be made to the Transferred Tanks as a result of any discovery made during the Initial Tank Inspections; provided, however, that (i) the Xxxxx Entities shall not reimburse the Partnership Group with respect to the relocated crude oil Tank 437 in the Artesia refinery complex and the new crude oil tank to replace crude oil Tank 439 in the Artesia refinery complex more particularly described in the definition of 2008 Crude Pipelines, Tanks and Related Assets, and (ii) upon expiration of the Initial Tank Inspection Period, all of the obligations of the Xxxxx Entities pursuant to this Section 3.1(c) shall terminate, except that the Initial Tank Inspection Period shall be extended if, and only to the extent that (A) inaccessibility of the Transferred Tanks during the Initial Tank Inspection Period caused the delay of an Initial Tank Inspection originally scheduled to be preformed during the Initial Tank Inspection Period, and (B) the Xxxxx Entities received notice from the Partnership Group regarding such delay at the time it occurred. (d) The Partnership Group shall indemnify, defend and hold harmless any of the Partnership Xxxxx Entities from and against environmental and Toxic Tort losses (including, without limitation, economic losses, diminution in value suffered by third parties, and lost profits), damages, injuries (including, without limitation, personal injury and death), liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs, and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any Losses and every kind or character, known or unknown, fixed or contingent, suffered or incurred by the Xxxxx Entities or any of the Partnership Entities to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-third party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the ownership or operation of the Assets, or (ii) any event or condition associated with ownership or operation of the Assets (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort Toxic Tort pre-trial, trial, or appellate legal or litigation support work, but only to the extent ; and regardless of whether such violation complained of under Section 2.1(c)(i3.1(d)(i) or such events or conditions included under Section 2.1(c)(ii3.1(d)(ii) occurred before or after the Closing Date, except to the extent that any of the foregoing are Covered Environmental Losses for which the Partnership Group is entitled to indemnification from Xxxxx under this Article III; provided, however, that nothing stated above shall make the Partnership Group responsible for any post-Closing Date actions or omissions by the Xxxxx Entities. (e) Notwithstanding anything in this Agreement to the contrary, as used in Section 3.1(a) the definition of Assets shall not include the 16” Lovington/Artesia Intermediate Pipeline.

Environmental Indemnification. (a) Subject to the limitations contained in this Section 2.1(a3.01(b), POCC Empire shall indemnify, defend and hold harmless each of the Partnership Entities Group Member from and against environmental and toxic tort any Losses sufferedsuffered or incurred by such Partnership Group Member, incurred directly or paid indirectly, or as a result of any claim by any of the Partnership Entities a third party, by reason of or arising out of:of the following (collectively, “Covered Environmental Losses”): (i) any actual or alleged violation or of, correction of a violation of of, noncompliance with or liability under any Environmental Laws as in effect prior to the Effective Date associated with the Assets or the Retained Assets, or (ii) any event or condition associated with arising from the ownership or operation of the Assets prior to the Effective Date; (ii) any environmental event, omission, condition or matter that results in any liability or obligation under Environmental Laws and is associated with or arising from the Retained ownership or operation of the Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets Release or the disposal or release threatened Release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) prior to the Effective Date, including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, Activities and (B) the cost or and expense of the preparation and implementation of any closure, remedial, corrective action, action or other plans required or necessary under Environmental Laws, and Laws as in effect prior to the Effective Date; (Ciii) the cost and expense for any environmental event, omission, condition or toxic tort pre-trialmatter associated with or arising from the Retained Assets, trialwhether occurring before, on or appellate after the Effective Date; and (iv) any environmental event, omission, condition or matter or currently pending legal action against Empire or litigation support workits affiliates described on Schedule I attached hereto. (b) With respect to any violation included under Section 3.01(a)(i) or any environmental event, but omission, condition or matter included under Section 3.01(a)(ii) that is associated with the ownership or operation of the Assets, Empire will be obligated to indemnify such Partnership Group Member only if and to the extent that such violation complained or environmental event, omission, condition or matter (y) was caused by the consummation of the transactions contemplated by the Contribution Agreement or (z) commenced, occurred or existed before the Effective Date under Environmental Laws as in effect prior to the Effective Date, even if such liability does not accrue until after the Closing Date, and in either case, Empire receives notice in writing of such violation or environmental event, omission, condition or matter prior to the Identification Deadline. For the avoidance of doubt, (i) nothing in this Section 3.01(b) shall apply to Empire’s indemnification obligations under Section 2.1(a)(i3.01(a)(iii) and (ii) Empire shall have no indemnification obligations under Sections 3.01(a)(i) and 3.01(a)(ii) with respect to any claims based on additions to or such events modifications of Environmental Laws enacted or conditions included under Section 2.1(a)(ii) occurred before promulgated on or after the Closing Date (collectively, "Covered Environmental Losses")Effective Date. (bc) POCC The Partnership Group, jointly and severally, shall indemnify, defend and hold harmless any of the Partnership Entities Empire from and against any Losses suffered or incurred by Empire, directly or indirectly, or as a result of any of the Partnership Entities to the extent that POCC is entitled to and receives indemnificationclaim by a third party, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any actual or alleged violation of, noncompliance with or correction of violation of liability under any Environmental Laws as in effect on or after the Effective Date associated with or arising from the Assets, orownership or operation of the Assets occurring on or after the Effective Date; and (ii) any event environmental event, omission, condition or condition matter that results in any liability or obligation under Environmental Laws and is associated with or arising from the ownership or operation of the Assets (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal Release or release threatened Release of Hazardous Substances generated by operation of the Assets at non-Asset locations) includingon or after the Effective Date, without limitation, including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, Activities and (B) the cost or and expense of the preparation and implementation of any closure, remedial, corrective action, action or other plans required or necessary under Environmental LawsLaws as in effect on or after the Effective Date; regardless of whether such violation included under Section 3.01(c)(ii) or such environmental event, and (Comission, condition or matter included under Section 3.01(c)(iii) occurred before or after the cost and expense for any environmental or toxic tort pre-trialEffective Date, trialin each case, or appellate legal or litigation support work, but only to the extent such violation complained that any of the foregoing are not Covered Environmental Losses for which the Partnership Group is entitled to indemnification from Empire under Section 2.1(c)(i) or such events or conditions included under Section 2.1(c)(ii) occurred after this Article III (without giving effect to the Closing DateEnvironmental Deductible).

Environmental Indemnification. (a) Subject to Section 3.2, the limitations contained in this Section 2.1(a), POCC Xxxxx Entities shall indemnify, defend and hold harmless each of the Partnership Entities for a period of 10 years after the Closing Date or, solely with respect to the 2008 Crude Pipelines, Tanks and Related Assets, 15 years after the Closing Date, as applicable, from and against environmental and toxic tort Losses sufferedToxic Tort losses (including, without limitation, economic losses, diminution in value suffered by third parties, and lost profits), damages, injuries (including, without limitation, personal injury and death), liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs, and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any and every kind or character, known or unknown, fixed or contingent, suffered or incurred or paid by any of the Partnership Entities by reason of or any third party to the extent arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets ownership or operation of the Retained Assets, or (ii) any event or condition associated with the ownership or operation of the Assets or the Retained Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) ), including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort Toxic Tort pre-trial, trial, or appellate legal or litigation support work, ; but only to the extent that such violation complained of under Section 2.1(a)(i3.1(a)(i) or such events or conditions included under Section 2.1(a)(ii3.1(a)(ii) occurred before the Closing Date (collectively, "“Covered Environmental Losses"”); or (iii) the operation or ownership of any assets not transferred under this Agreement, including but not limited to underground pipelines retained by the Seller Parties which serve the refineries in Lovington, New Mexico, Artesia, New Mexico and Xxxxx Cross, Utah or the tanks that are part of the 2008 Crude Pipelines, Tanks and Related Assets (the “Transferred Tanks”) except to the extent arising out of the negligent acts or omissions or willful misconduct of a member of the Partnership Entities. (b) POCC To the extent that a good faith claim by the Partnership Entities for indemnification under Section 3.1(a)(i) or Section 3.1(a)(ii) arises from events or conditions at the Transferred Tanks or the soil immediately underneath the Transferred Tanks or the Transferred Tanks’ secondary containment, and the Xxxxx Entities refuse to provide such indemnification, then the burden of proof shall be on the Xxxxx Entities to demonstrate that the events or conditions giving rise to the claim arose after the Closing Date. (c) The Xxxxx Entities shall, during the period that commences on the Closing Date and ends five (5) years thereafter (the “Initial Tank Inspection Period”), reimburse the Partnership Entities for the actual costs associated with the first regularly scheduled API 653 inspection (the “Initial Tank Inspections”) and the costs associated with the replacement of the tank mixers on each of the Transferred Tanks after the Closing Date and any repairs required to be made to the Transferred Tanks as a result of any discovery made during the Initial Tank Inspections; provided, however, that (i) the Xxxxx Entities shall not reimburse the Partnership Entities with respect to the relocated crude oil Tank 437 in the Artesia refinery complex and the new crude oil tank to replace crude oil Tank 439 in the Artesia refinery complex more particularly described in the definition of 2008 Crude Pipelines, Tanks and Related Assets, and (ii) upon expiration of the Initial Tank Inspection Period, all of the obligations of the Xxxxx Entities pursuant to this Section 3.1(c) shall terminate, except that the Initial Tank Inspection Period shall be extended if, and only to the extent that (A) inaccessibility of the Transferred Tanks during the Initial Tank Inspection Period caused the delay of an Initial Tank Inspection originally scheduled to be preformed during the Initial Tank Inspection Period, and (B) the Xxxxx Entities received notice from the Partnership Entities regarding such delay at the time it occurred. (d) The Partnership Entities shall indemnify, defend and hold harmless any of the Partnership Xxxxx Entities from and against environmental and Toxic Tort losses (including, without limitation, economic losses, diminution in value and lost profits suffered by third parties), damages, injuries (including, without limitation, personal injury and death), liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs, and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any Losses and every kind or character, known or unknown, fixed or contingent, suffered or incurred by the Xxxxx Entities or any of the Partnership Entities third party to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assetsoperation of the Assets by a Person other than a Xxxxx Entity or ownership and operation of the Assets by a Person other than a Xxxxx Entity, or (ii) any event or condition associated with ownership or the operation of the Assets by a Person other than a Xxxxx Entity or ownership and operation of the Assets by a Person other than a Xxxxx Entity (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) except, where a Xxxxx Entity is operating an Asset, to the extent resulting from the negligent acts or omissions or willful misconduct of such Xxxxx Entity including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort Toxic Tort pre-trial, trial, or appellate legal or litigation support work, but ; and only to the extent such violation complained of under Section 2.1(c)(i3.1(d)(i) or such events or conditions included under Section 2.1(c)(ii3.1(d)(ii) occurred after the Closing Date; provided, however, that nothing stated above shall make the Partnership Entities responsible for any post-Closing Date negligent actions or omissions or willful misconduct by the Xxxxx Entities. (e) Notwithstanding anything in this Agreement to the contrary, as used in Section 3.1(a) the definition of Assets shall not include the 16” Lovington/Artesia Intermediate Pipeline, the Xxxxxx Pipeline or the Roadrunner Pipeline.

Environmental Indemnification. (a) Subject to Section 3.2, the limitations contained in this Section 2.1(a), POCC Xxxxx Entities shall indemnify, defend and hold harmless each of the Partnership Entities for a period of 10 years after the Closing Date or, solely with respect to the 2008 Crude Pipelines, Tanks and Related Assets, 15 years after the Closing Date, as applicable, from and against environmental and toxic tort Losses sufferedToxic Tort losses (including, without limitation, economic losses, diminution in value suffered by third parties, and lost profits), damages, injuries (including, without limitation, personal injury and death), liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs, and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any and every kind or character, known or unknown, fixed or contingent, suffered or incurred or paid by any of the Partnership Entities by reason of or any third party to the extent arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets ownership or operation of the Retained Assets, or (ii) any event or condition associated with the ownership or operation of the Assets or the Retained Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) ), including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort Toxic Tort pre-trial, trial, or appellate legal or litigation support work, ; but only to the extent that such violation complained of under Section 2.1(a)(i3.1(a)(i) or such events or conditions included under Section 2.1(a)(ii3.1(a)(ii) occurred before the Closing Date (collectively, "“Covered Environmental Losses"”); or (iii) the operation or ownership by Xxxxx and its Affiliates of any assets not constituting part of the Assets, including but not limited to underground pipelines retained by the Xxxxx Entities which serve the refineries in Lovington, New Mexico, Artesia, New Mexico and Xxxxx Cross, Utah or the tanks that are part of the 2008 Crude Pipelines, Tanks and Related Assets to the extent not transferred to the Partnership Entities (the “Transferred Tanks”), except to the extent arising out of the negligent acts or omissions or willful misconduct of a member of the Partnership Entities. (b) POCC To the extent that a good faith claim by the Partnership Entities for indemnification under Section 3.1(a)(i) or Section 3.1(a)(ii) arises from events or conditions at the Transferred Tanks or the soil immediately underneath the Transferred Tanks or the Transferred Tanks’ secondary containment, and the Xxxxx Entities refuse to provide such indemnification, then the burden of proof shall be on the Xxxxx Entities to demonstrate that the events or conditions giving rise to the claim arose after the Closing Date. (c) The Xxxxx Entities shall, during the period that commences on the Closing Date and ends five (5) years thereafter (the “Initial Tank Inspection Period”), reimburse the Partnership Entities for the actual costs associated with the first regularly scheduled API 653 inspection (the “Initial Tank Inspections”) and the costs associated with the replacement of the tank mixers on each of the Transferred Tanks after the Closing Date and any repairs required to be made to the Transferred Tanks as a result of any discovery made during the Initial Tank Inspections; provided, however, that (i) the Xxxxx Entities shall not reimburse the Partnership Entities with respect to the relocated crude oil Tank 437 in the Artesia refinery complex and the new crude oil tank to replace crude oil Tank 439 in the Artesia refinery complex more particularly described in the definition of 2008 Crude Pipelines, Tanks and Related Assets, and (ii) upon expiration of the Initial Tank Inspection Period, all of the obligations of the Xxxxx Entities pursuant to this Section 3.1(c) shall terminate, except that the Initial Tank Inspection Period shall be extended if, and only to the extent that (A) inaccessibility of the Transferred Tanks during the Initial Tank Inspection Period caused the delay of an Initial Tank Inspection originally scheduled to be performed during the Initial Tank Inspection Period, and (B) the Xxxxx Entities received notice from the Partnership Entities regarding such delay at the time it occurred. (d) The Partnership Entities shall indemnify, defend and hold harmless any of the Partnership Xxxxx Entities from and against environmental and Toxic Tort losses (including, without limitation, economic losses, diminution in value and lost profits suffered by third parties), damages, injuries (including, without limitation, personal injury and death), liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs, and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any Losses and every kind or character, known or unknown, fixed or contingent, suffered or incurred by the Xxxxx Entities or any of the Partnership Entities third party to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assetsoperation of the Assets by a Person other than a Xxxxx Entity or ownership and operation of the Assets by a Person other than a Xxxxx Entity, or (ii) any event or condition associated with ownership or the operation of the Assets by a Person other than a Xxxxx Entity or ownership and operation of the Assets by a Person other than a Xxxxx Entity (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) except, where a Xxxxx Entity is operating an Asset, to the extent resulting from the negligent acts or omissions or willful misconduct of such Xxxxx Entity including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort Toxic Tort pre-trial, trial, or appellate legal or litigation support work, ; but only to the extent such violation complained of under Section 2.1(c)(i3.1(d)(i) or such events or conditions included under Section 2.1(c)(ii3.1(d)(ii) occurred after the Closing Date; provided, however, that nothing stated above shall make the Partnership Entities responsible for any post-Closing Date negligent actions or omissions or willful misconduct by the Xxxxx Entities. (e) Notwithstanding anything in this Agreement to the contrary, as used in Section 3.1(a) the definition of Assets shall not include the 16” Lovington/Artesia Intermediate Pipeline, the Xxxxxx Pipeline, the Roadrunner Pipeline, the Tulsa Interconnecting Pipelines, the UNEV Pipeline, or the Malaga Pipeline System (other than that certain 8” pipeline extending 50 miles from the White City Station that was formerly used as a refined products pipeline and that was conveyed to the Partnership Entities as part of the 2004 Product Pipelines, Terminal and Related Assets).

Environmental Indemnification. (a) Subject to Section 3.2, the limitations contained in this Section 2.1(a), POCC Xxxxx Entities shall indemnify, defend and hold harmless each of the Partnership Entities for a period of 10 years after the Closing Date or, solely with respect to the 2008 Crude Pipelines, Tanks and Related Assets, 15 years after the Closing Date, as applicable, from and against environmental and toxic tort Losses sufferedToxic Tort losses (including, without limitation, economic losses, diminution in value suffered by third parties, and lost profits), damages, injuries (including, without limitation, personal injury and death), liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs, and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any and every kind or character, known or unknown, fixed or contingent, suffered or incurred or paid by any of the Partnership Entities by reason of or any third party to the extent arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets ownership or operation of the Retained Assets, or (ii) any event or condition associated with the ownership or operation of the Assets or the Retained Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) ), including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort Toxic Tort pre-trial, trial, or appellate legal or litigation support work, ; but only to the extent that such violation complained of under Section 2.1(a)(i3.1(a)(i) or such events or conditions included under Section 2.1(a)(ii3.1(a)(ii) occurred before the Closing Date (collectively, "“Covered Environmental Losses"”); or (iii) the operation or ownership by Xxxxx and its Affiliates of any assets not constituting part of the Assets, including but not limited to underground pipelines retained by the Seller Parties which serve the refineries in Lovington, New Mexico, Artesia, New Mexico and Xxxxx Cross, Utah or the tanks that are part of the 2008 Crude Pipelines, Tanks and Related Assets to the extent not transferred to the Partnership Entities (the “Transferred Tanks”), except to the extent arising out of the negligent acts or omissions or willful misconduct of a member of the Partnership Entities. (b) POCC To the extent that a good faith claim by the Partnership Entities for indemnification under Section 3.1(a)(i) or Section 3.1(a)(ii) arises from events or conditions at the Transferred Tanks or the soil immediately underneath the Transferred Tanks or the Transferred Tanks’ secondary containment, and the Xxxxx Entities refuse to provide such indemnification, then the burden of proof shall be on the Xxxxx Entities to demonstrate that the events or conditions giving rise to the claim arose after the Closing Date. (c) The Xxxxx Entities shall, during the period that commences on the Closing Date and ends five (5) years thereafter (the “Initial Tank Inspection Period”), reimburse the Partnership Entities for the actual costs associated with the first regularly scheduled API 653 inspection (the “Initial Tank Inspections”) and the costs associated with the replacement of the tank mixers on each of the Transferred Tanks after the Closing Date and any repairs required to be made to the Transferred Tanks as a result of any discovery made during the Initial Tank Inspections; provided, however, that (i) the Xxxxx Entities shall not reimburse the Partnership Entities with respect to the relocated crude oil Tank 437 in the Artesia refinery complex and the new crude oil tank to replace crude oil Tank 439 in the Artesia refinery complex more particularly described in the definition of 2008 Crude Pipelines, Tanks and Related Assets, and (ii) upon expiration of the Initial Tank Inspection Period, all of the obligations of the Xxxxx Entities pursuant to this Section 3.1(c) shall terminate, except that the Initial Tank Inspection Period shall be extended if, and only to the extent that (A) inaccessibility of the Transferred Tanks during the Initial Tank Inspection Period caused the delay of an Initial Tank Inspection originally scheduled to be performed during the Initial Tank Inspection Period, and (B) the Xxxxx Entities received notice from the Partnership Entities regarding such delay at the time it occurred. (d) The Partnership Entities shall indemnify, defend and hold harmless any of the Partnership Xxxxx Entities from and against environmental and Toxic Tort losses (including, without limitation, economic losses, diminution in value and lost profits suffered by third parties), damages, injuries (including, without limitation, personal injury and death), liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs, and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any Losses and every kind or character, known or unknown, fixed or contingent, suffered or incurred by the Xxxxx Entities or any of the Partnership Entities third party to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assetsoperation of the Assets by a Person other than a Xxxxx Entity or ownership and operation of the Assets by a Person other than a Xxxxx Entity, or (ii) any event or condition associated with ownership or the operation of the Assets by a Person other than a Xxxxx Entity or ownership and operation of the Assets by a Person other than a Xxxxx Entity (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) except, where a Xxxxx Entity is operating an Asset, to the extent resulting from the negligent acts or omissions or willful misconduct of such Xxxxx Entity including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort Toxic Tort pre-trial, trial, or appellate legal or litigation support work, ; but only to the extent such violation complained of under Section 2.1(c)(i3.1(d)(i) or such events or conditions included under Section 2.1(c)(ii3.1(d)(ii) occurred after the Closing Date; provided, however, that nothing stated above shall make the Partnership Entities responsible for any post-Closing Date negligent actions or omissions or willful misconduct by the Xxxxx Entities. (e) Notwithstanding anything in this Agreement to the contrary, as used in Section 3.1(a) the definition of Assets shall not include the 16” Lovington/Artesia Intermediate Pipeline, the Xxxxxx Pipeline, the Roadrunner Pipeline, or the Tulsa Interconnecting Pipelines.

Environmental Indemnification. (a) Subject to the limitations contained in this Section 2.1(a)2.6, POCC NuDevco shall indemnify, defend and hold harmless each of the Partnership Entities Group from and against environmental and toxic tort any Losses suffered, suffered or incurred or paid by any of the Partnership Entities Group, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets or the Retained Assets, orLaws; (ii) any event event, condition or condition matter associated with or arising from the ownership or operation of the Assets or the Retained Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any that requires investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, remediation or other corrective action under Environmental Laws, including, without limitation, (A) the cost and expense of any such activity, (B) the cost and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense of any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; (iii) any environmental event, condition or matter or currently pending legal action against NuDevco, a true and correct summary of which is described on Schedule I attached hereto; and (iv) any environmental event, condition or matter associated with or arising from the Retained Assets, whether occurring before or after the Closing Date; provided, however, that with respect to any violation under Section 2.1(a)(i) or any environmental event, condition or matter included under Section 2.1(a)(ii) that is associated with the ownership or operation of the Assets, NuDevco will be obligated to indemnify the Partnership Group only to the extent that such environmental violation, event, condition or matter (x) was caused by the consummation of the transactions contemplated by the Contribution Agreement or commenced, occurred or existed on or before the Closing Date under then-applicable Environmental Laws and (y) NuDevco is notified in writing of such violation, event, condition or environmental matter prior to the Identification Deadline (clauses (i) through (iv) collectively, “Covered Environmental Losses”). (b) The Partnership Group, jointly and severally, shall indemnify, defend and hold harmless the NuDevco Entities from and against any Losses suffered or incurred by the NuDevco Entities, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of: the Assets; and (i) any violation or correction of violation of Environmental Laws associated with or arising from the ownership or operation of (ii) any event, condition or matter associated with or arising from the ownership or operation of the Assets (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) that require investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation or other corrective action under Environmental Laws, including, without limitation, (A) the cost and expense of any such activity, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; and, but only regardless of whether such violation under Section 2.1(b)(i) or such event, condition or matter included under Section 2.1(b)(ii) occurred before or after the Closing Date, in each case, to the extent that such violation complained of under Section 2.1(a)(i) or such events or conditions included under Section 2.1(a)(ii) occurred before the Closing Date (collectively, "Covered Environmental Losses"). (b) POCC shall indemnify, defend and hold harmless any of the Partnership Entities from and against any foregoing are not Covered Environmental Losses suffered or incurred by any of for which the Partnership Entities to the extent that POCC Group is entitled to and receives indemnification, is defended or held harmless against any such Losses indemnification from any third-party pursuant NuDevco under this Article II without giving effect to any agreement between any third-party and POCC (collectively, "Pass-Through the Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets, or (ii) any event or condition associated with ownership or operation of the Assets (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets Deductible or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, but only to the extent such violation complained of under Section 2.1(c)(i) or such events or conditions included under Section 2.1(c)(ii) occurred after the Closing DateCap.

Environmental Indemnification. (a) Subject to the limitations contained in this Section 2.1(a3.01(b), POCC Company and Pipeline shall indemnify, defend and hold harmless each of the Partnership Entities Group from and against environmental and toxic tort any Losses suffered, suffered or incurred or paid by any of the Partnership Entities Group, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of:of the following (collectively, “Covered Environmental Losses”): (i) any violation or correction of a violation of Environmental Laws associated with the Assets or the Retained Assets, or (ii) any event or condition associated with arising from the ownership or operation of the Assets Assets; (ii) any event, condition or matter associated with or arising from the Retained ownership or operation of the Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any that requires investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, including, without limitation, (A) the cost and expense of any such activity, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for of any environmental or toxic tort pre-trial, trial, trial or appellate legal or litigation support work; (iii) any environmental event, but condition or matter associated with or arising from the Retained Assets, whether occurring before or after the Effective Date. (b) With respect to any discrete violation under Section 3.01(a)(i) or any discrete environmental event, condition or matter included under Section 3.01(a)(ii), Company and Pipeline will be obligated to indemnify the Partnership Group only if and to the extent that such violation complained of under Section 2.1(a)(i) violation, event, condition or such events or conditions included under Section 2.1(a)(iienvironmental matter: (i) occurred before the Closing Effective Date under then-applicable Environmental Laws; and (collectivelyii) either (A) such violation, "Covered Environmental Losses"event, condition or environmental matter is set forth on Schedule I attached hereto or (B) Company is notified in writing of such violation, event, condition or environmental matter prior to the fifth anniversary of the Effective Date. For the avoidance of doubt, nothing in this Section 3.01(b) shall apply to Company’s and Pipeline’s indemnification obligations under Section 3.01(a)(iii). (bc) POCC The Partnership Group shall indemnify, defend and hold harmless any each of the Partnership Xxxxxxxx 66 Entities from and against any Losses suffered or incurred by any of the Partnership Entities to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Xxxxxxxx 66 Entities, directly or indirectly, or as a result of any such indemnification with respect to which it might be entitled if requested claim by the Partnership; provided thata third party, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with or arising from the ownership or operation of the Assets, or; and (ii) any event event, condition or condition matter associated with or arising from the ownership or operation of the Assets (including, but not limited towithout limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any that requires investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, including, without limitation, (A) the cost and expense of any such activity, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for of any environmental or toxic tort pre-trial, trial, trial or appellate legal or litigation support work; and regardless of whether such violation under Section 3.01(c)(i) or such event, but only condition or environmental matter included under Section 3.01(c)(ii) occurred before or after the Effective Date, in each case, to the extent such violation complained that any of the foregoing do not constitute Covered Environmental Losses for which the Partnership Group is entitled to indemnification from Company and Pipeline under Section 2.1(c)(i) or such events or conditions included under Section 2.1(c)(ii) occurred after the Closing Datethis Article III.

Environmental Indemnification. (a) Subject to Section 3.2, the limitations contained in this Section 2.1(a), POCC Xxxxx Entities shall indemnify, defend and hold harmless each of the Partnership Entities for a period of 10 years after the Closing Date or, solely with respect to the 2008 Crude Pipelines, Tanks and Related Assets, 15 years after the Closing Date, as applicable, from and against environmental and toxic tort Losses sufferedToxic Tort losses (including, without limitation, economic losses, diminution in value suffered by third parties, and lost profits), damages, injuries (including, without limitation, personal injury and death), liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs, and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any and every kind or character, known or unknown, fixed or contingent, suffered or incurred or paid by any of the Partnership Entities by reason of or any third party to the extent arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets ownership or operation of the Retained Assets, or (ii) any event or condition associated with the ownership or operation of the Assets or the Retained Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) ), including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort Toxic Tort pre-trial, trial, or appellate legal or litigation support work, ; but only to the extent that such violation complained of under Section 2.1(a)(i3.1(a)(i) or such events or conditions included under Section 2.1(a)(ii3.1(a)(ii) occurred before the Closing Date (collectively, "“Covered Environmental Losses"”); or (iii) the operation or ownership by Xxxxx and its Affiliates of any assets not constituting part of the Assets, including but not limited to underground pipelines retained by the Xxxxx Entities which serve the refineries in Lovington, New Mexico, Artesia, New Mexico and Xxxxx Cross, Utah or the tanks that are part of the 2008 Crude Pipelines, Tanks and Related Assets to the extent not transferred to the Partnership Entities (the “Transferred Tanks”), except to the extent arising out of the negligent acts or omissions or willful misconduct of a member of the Partnership Entities. (b) POCC To the extent that a good faith claim by the Partnership Entities for indemnification under Section 3.1(a)(i) or Section 3.1(a)(ii) arises from events or conditions at the Transferred Tanks or the soil immediately underneath the Transferred Tanks or the Transferred Tanks’ secondary containment, and the Xxxxx Entities refuse to provide such indemnification, then the burden of proof shall be on the Xxxxx Entities to demonstrate that the events or conditions giving rise to the claim arose after the Closing Date. (c) The Xxxxx Entities shall, during the period that commences on the Closing Date and ends five (5) years thereafter (the “Initial Tank Inspection Period”), reimburse the Partnership Entities for the actual costs associated with the first regularly scheduled API 653 inspection (the “Initial Tank Inspections”) and the costs associated with the replacement of the tank mixers on each of the Transferred Tanks after the Closing Date and any repairs required to be made to the Transferred Tanks as a result of any discovery made during the Initial Tank Inspections; provided, however, that (i) the Xxxxx Entities shall not reimburse the Partnership Entities with respect to the relocated crude oil Tank 437 in the Artesia refinery complex and the new crude oil tank to replace crude oil Tank 439 in the Artesia refinery complex more particularly described in the definition of 2008 Crude Pipelines, Tanks and Related Assets, and (ii) upon expiration of the Initial Tank Inspection Period, all of the obligations of the Xxxxx Entities pursuant to this Section 3.1(c) shall terminate, except that the Initial Tank Inspection Period shall be extended if, and only to the extent that (A) inaccessibility of the Transferred Tanks during the Initial Tank Inspection Period caused the delay of an Initial Tank Inspection originally scheduled to be performed during the Initial Tank Inspection Period, and (B) the Xxxxx Entities received notice from the Partnership Entities regarding such delay at the time it occurred. (d) The Partnership Entities shall indemnify, defend and hold harmless any of the Partnership Xxxxx Entities from and against environmental and Toxic Tort losses (including, without limitation, economic losses, diminution in value and lost profits suffered by third parties), damages, injuries (including, without limitation, personal injury and death), liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs, and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any Losses and every kind or character, known or unknown, fixed or contingent, suffered or incurred by the Xxxxx Entities or any of the Partnership Entities third party to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assetsoperation of the Assets by a Person other than a Xxxxx Entity or ownership and operation of the Assets by a Person other than a Xxxxx Entity, or (ii) any event or condition associated with ownership or the operation of the Assets by a Person other than a Xxxxx Entity or ownership and operation of the Assets by a Person other than a Xxxxx Entity (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) except, where a Xxxxx Entity is operating an Asset, to the extent resulting from the negligent acts or omissions or willful misconduct of such Xxxxx Entity including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort Toxic Tort pre-trial, trial, or appellate legal or litigation support work, ; but only to the extent such violation complained of under Section 2.1(c)(i3.1(d)(i) or such events or conditions included under Section 2.1(c)(ii3.1(d)(ii) occurred after the Closing Date; provided, however, that nothing stated above shall make the Partnership Entities responsible for any post-Closing Date negligent actions or omissions or willful misconduct by the Xxxxx Entities. (e) Notwithstanding anything in this Agreement to the contrary, as used in Section 3.1(a) the definition of Assets shall not include the 16” Lovington/Artesia Intermediate Pipeline, the Xxxxxx Pipeline, the Roadrunner Pipeline, the Tulsa Interconnecting Pipelines, the UNEV Pipeline, the Malaga Pipeline System (other than that certain 8” pipeline extending 50 miles from the White City Station that was formerly used as a refined products pipeline and that was conveyed to the Partnership Entities as part of the 2004 Product Pipelines, Terminal and Related Assets), the El Dorado New Tank, the Artesia Blending Facility, or the Xxxxxx to Lovington System Expansion.

Environmental Indemnification. (a) Subject to Section 3.2, the limitations contained in this Section 2.1(a), POCC Xxxxx Entities shall indemnify, defend and hold harmless each of the Partnership Entities for a period of 10 years after the Closing Date or, solely with respect to the 2008 Crude Pipelines, Tanks and Related Assets, 15 years after the Closing Date, as applicable, from and against environmental and toxic tort Losses sufferedToxic Tort losses (including, without limitation, economic losses, diminution in value suffered by third parties, and lost profits), damages, injuries (including, without limitation, personal injury and death), liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs, and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any and every kind or character, known or unknown, fixed or contingent, suffered or incurred or paid by any of the Partnership Entities by reason of or any third party to the extent arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets ownership or operation of the Retained Assets, or (ii) any event or condition associated with the ownership or operation of the Assets or the Retained Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) ), including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort Toxic Tort pre-trial, trial, or appellate legal or litigation support work, ; but only to the extent that such violation complained of under Section 2.1(a)(i3.1(a)(i) or such events or conditions included under Section 2.1(a)(ii3.1(a)(ii) occurred before the Closing Date (collectively, "“Covered Environmental Losses"”); or (iii) the operation or ownership by Xxxxx and its Affiliates of any assets not constituting part of the Assets, including but not limited to underground pipelines retained by the Xxxxx Entities which serve the refineries in Lovington, New Mexico, Artesia, New Mexico and Xxxxx Cross, Utah or the tanks that are part of the 2008 Crude Pipelines, Tanks and Related Assets to the extent not transferred to the Partnership Entities (the “Transferred Tanks”), except to the extent arising out of the negligent acts or omissions or willful misconduct of a member of the Partnership Entities. (b) POCC To the extent that a good faith claim by the Partnership Entities for indemnification under Section 3.1(a)(i) or Section 3.1(a)(ii) arises from events or conditions at the Transferred Tanks or the soil immediately underneath the Transferred Tanks or the Transferred Tanks’ secondary containment, and the Xxxxx Entities refuse to provide such indemnification, then the burden of proof shall be on the Xxxxx Entities to demonstrate that the events or conditions giving rise to the claim arose after the Closing Date. (c) The Xxxxx Entities shall, during the period that commences on the Closing Date and ends five (5) years thereafter (the “Initial Tank Inspection Period”), reimburse the Partnership Entities for the actual costs associated with the first regularly scheduled API 653 inspection (the “Initial Tank Inspections”) and the costs associated with the replacement of the tank mixers on each of the Transferred Tanks after the Closing Date and any repairs required to be made to the Transferred Tanks as a result of any discovery made during the Initial Tank Inspections; provided, however, that (i) the Xxxxx Entities shall not reimburse the Partnership Entities with respect to the relocated crude oil Tank 437 in the Artesia refinery complex and the new crude oil tank to replace crude oil Tank 439 in the Artesia refinery complex more particularly described in the definition of 2008 Crude Pipelines, Tanks and Related Assets, and (ii) upon expiration of the Initial Tank Inspection Period, all of the obligations of the Xxxxx Entities pursuant to this Section 3.1(c) shall terminate, except that the Initial Tank Inspection Period shall be extended if, and only to the extent that (A) inaccessibility of the Transferred Tanks during the Initial Tank Inspection Period caused the delay of an Initial Tank Inspection originally scheduled to be performed during the Initial Tank Inspection Period, and (B) the Xxxxx Entities received notice from the Partnership Entities regarding such delay at the time it occurred. (d) The Partnership Entities shall indemnify, defend and hold harmless any of the Partnership Xxxxx Entities from and against environmental and Toxic Tort losses (including, without limitation, economic losses, diminution in value and lost profits suffered by third parties), damages, injuries (including, without limitation, personal injury and death), liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs, and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any Losses and every kind or character, known or unknown, fixed or contingent, suffered or incurred by the Xxxxx Entities or any of the Partnership Entities third party to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assetsoperation of the Assets by a Person other than a Xxxxx Entity or ownership and operation of the Assets by a Person other than a Xxxxx Entity, or (ii) any event or condition associated with ownership or the operation of the Assets by a Person other than a Xxxxx Entity or ownership and operation of the Assets by a Person other than a Xxxxx Entity (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) except, where a Xxxxx Entity is operating an Asset, to the extent resulting from the negligent acts or omissions or willful misconduct of such Xxxxx Entity including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, but only to the extent such violation complained of under Section 2.1(c)(i) or such events or conditions included under Section 2.1(c)(ii) occurred after the Closing Date.and

Environmental Indemnification. (a) Subject to Section 3.2, the limitations contained in this Section 2.1(a), POCC Xxxxx Entities shall indemnify, defend and hold harmless each of the Partnership Entities for a period of 10 years after the Closing Date or, solely with respect to the 2008 Crude Pipelines, Tanks and Related Assets, 15 years after the Closing Date, as applicable, from and against environmental and toxic tort Losses sufferedToxic Tort losses (including, without limitation, economic losses, diminution in value suffered by third parties, and lost profits), damages, injuries (including, without limitation, personal injury and death), liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs, and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any and every kind or character, known or unknown, fixed or contingent, suffered or incurred or paid by any of the Partnership Entities by reason of or any third party to the extent arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets ownership or operation of the Retained Assets, or (ii) any event or condition associated with the ownership or operation of the Assets or the Retained Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) ), including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort Toxic Tort pre-trial, trial, or appellate legal or litigation support work, ; but only to the extent that such violation complained of under Section 2.1(a)(i3.1(a)(i) or such events or conditions included under Section 2.1(a)(ii3.1(a)(ii) occurred before the Closing Date (collectively, "“Covered Environmental Losses"”); or (iii) the operation or ownership by Xxxxx and its Affiliates of any assets not constituting part of the Assets, including but not limited to underground pipelines retained by the Xxxxx Entities which serve the refineries in Lovington, New Mexico, Artesia, New Mexico and Xxxxx Cross, Utah or the tanks that are part of the 2008 Crude Pipelines, Tanks and Related Assets to the extent not transferred to the Partnership Entities (the “Transferred Tanks”), except to the extent arising out of the negligent acts or omissions or willful misconduct of a member of the Partnership Entities. (b) POCC To the extent that a good faith claim by the Partnership Entities for indemnification under Section 3.1(a)(i) or Section 3.1(a)(ii) arises from events or conditions at the Transferred Tanks or the soil immediately underneath the Transferred Tanks or the Transferred Tanks’ secondary containment, and the Xxxxx Entities refuse to provide such indemnification, then the burden of proof shall be on the Xxxxx Entities to demonstrate that the events or conditions giving rise to the claim arose after the Closing Date. (c) The Xxxxx Entities shall, during the period that commences on the Closing Date and ends five (5) years thereafter (the “Initial Tank Inspection Period”), reimburse the Partnership Entities for the actual costs associated with the first regularly scheduled API 653 inspection (the “Initial Tank Inspections”) and the costs associated with the replacement of the tank mixers on each of the Transferred Tanks after the Closing Date and any repairs required to be made to the Transferred Tanks as a result of any discovery made during the Initial Tank Inspections; provided, however, that (i) the Xxxxx Entities shall not reimburse the Partnership Entities with respect to the relocated crude oil Tank 437 in the Artesia refinery complex and the new crude oil tank to replace crude oil Tank 439 in the Artesia refinery complex more particularly described in the definition of 2008 Crude Pipelines, Tanks and Related Assets, and (ii) upon expiration of the Initial Tank Inspection Period, all of the obligations of the Xxxxx Entities pursuant to this Section 3.1(c) shall terminate, except that the Initial Tank Inspection Period shall be extended if, and only to the extent that (A) inaccessibility of the Transferred Tanks during the Initial Tank Inspection Period caused the delay of an Initial Tank Inspection originally scheduled to be performed during the Initial Tank Inspection Period, and (B) the Xxxxx Entities received notice from the Partnership Entities regarding such delay at the time it occurred. (d) The Partnership Entities shall indemnify, defend and hold harmless any of the Partnership Xxxxx Entities from and against environmental and Toxic Tort losses (including, without limitation, economic losses, diminution in value and lost profits suffered by third parties), damages, injuries (including, without limitation, personal injury and death), liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs, and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any Losses and every kind or character, known or unknown, fixed or contingent, suffered or incurred by the Xxxxx Entities or any of the Partnership Entities third party to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assetsoperation of the Assets by a Person other than a Xxxxx Entity or ownership and operation of the Assets by a Person other than a Xxxxx Entity, or (ii) any event or condition associated with ownership or the operation of the Assets by a Person other than a Xxxxx Entity or ownership and operation of the Assets by a Person other than a Xxxxx Entity (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) except, where a Xxxxx Entity is operating an Asset, to the extent resulting from the negligent acts or omissions or willful misconduct of such Xxxxx Entity including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort Toxic Tort pre-trial, trial, or appellate legal or litigation support work, ; but only to the extent such violation complained of under Section 2.1(c)(i3.1(d)(i) or such events or conditions included under Section 2.1(c)(ii3.1(d)(ii) occurred after the Closing Date; provided, however, that nothing stated above shall make the Partnership Entities responsible for any post-Closing Date negligent actions or omissions or willful misconduct by the Xxxxx Entities. (e) Notwithstanding anything in this Agreement to the contrary, as used in Section 3.1(a) the definition of Assets shall not include the 16” Lovington/Artesia Intermediate Pipeline, the Xxxxxx Pipeline, the Roadrunner Pipeline, the Tulsa Interconnecting Pipelines, the UNEV Pipeline, the Malaga Pipeline System (other than that certain 8” pipeline extending 50 miles from the White City Station that was formerly used as a refined products pipeline and that was conveyed to the Partnership Entities as part of the 2004 Product Pipelines, Terminal and Related Assets), or the El Dorado New Tank.

Environmental Indemnification. (a) Subject to the limitations contained in this Section 2.1(a)3.2, POCC Hxxxx shall indemnify, defend and hold harmless each of the Partnership Entities Group for a period of 10 years after the Closing Date or, solely with respect to the Drop-Down Assets, 15 years after the Closing Date, as applicable, from and against environmental and toxic tort Losses sufferedToxic Tort losses (including, without limitation, economic losses, diminution in value suffered by third parties, and lost profits), damages, injuries (including, without limitation, personal injury and death), liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs, and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any and every kind or character, known or unknown, fixed or contingent, suffered or incurred or paid by any of the Partnership Entities Group or any third party by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets ownership or operation of the Retained Assets, or (ii) any event or condition associated with the ownership or operation of the Assets or the Retained Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort Toxic Tort pre-trial, trial, or appellate legal or litigation support work, ; but only to the extent that such violation complained of under Section 2.1(a)(i3.1(a)(i) or such events or conditions included under Section 2.1(a)(ii3.1(a)(ii) occurred before the Closing Date (collectively, "“Covered Environmental Losses"”); or (iii) the operation or ownership of any assets not transferred under this Agreement, including but not limited to underground pipelines retained by the Seller Parties which serve the refineries in Lovington, New Mexico, Artesia, New Mexico and Wxxxx Cross, Utah or the tanks that are part of the Drop-Down Assets (the “Transferred Tanks”). (b) POCC To the extent that a good faith claim by the Partnership Group for indemnification under Section 3.1(a)(ii) or (iii) arises from events or conditions at the Transferred Tanks or the soil immediately underneath the Transferred Tanks or the Transferred Tanks’ secondary containment, and the Hxxxx Entities refuse to provide such indemnification, then the burden of proof shall be on the Hxxxx Entities to demonstrate that the events or conditions giving rise to the claim arose after the Closing Date. (c) The Hxxxx Entities shall, during the period that commences on the Closing Date and ends five (5) years thereafter (the “Initial Tank Inspection Period”), reimburse the Partnership Group for the actual costs associated with the first regularly scheduled API 653 inspection (the “Initial Tank Inspections”) and the costs associated with the replacement of the tank mixers on each of the Transferred Tanks after the Closing Date and any repairs required to be made to the Transferred Tanks as a result of any discovery made during the Initial Tank Inspections; provided, however, that (i) the Hxxxx Entities shall not reimburse the Partnership Group with respect to the relocated crude oil Tank 437 in the Artesia refinery complex and the new crude oil tank to replace crude oil Tank 439 in the Artesia refinery complex more particularly described in the definition of Drop-Down Assets, and (ii) upon expiration of the Initial Tank Inspection Period, all of the obligations of the Hxxxx Entities pursuant to this Section 3.1(c) shall terminate, except that the Initial Tank Inspection Period shall be extended if, and only to the extent that (a) inaccessibility of the Transferred Tanks during the Initial Tank Inspection Period caused the delay of an Initial Tank Inspection originally scheduled to be preformed during the Initial Tank Inspection Period, and (b) the Hxxxx Entities received notice from the Partnership Group regarding such delay at the time it occurred. (d) The Partnership Group shall indemnify, defend and hold harmless any of the Partnership Entities Hxxxx from and against environmental and Toxic Tort losses (including, without limitation, economic losses, diminution in value suffered by third parties, and lost profits), damages, injuries (including, without limitation, personal injury and death), liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs, and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any Losses and every kind or character, known or unknown, fixed or contingent, suffered or incurred by Hxxxx or any of the Partnership Entities to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-third party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the ownership or operation of the Assets, or (ii) any event or condition associated with ownership or operation of the Assets (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort Toxic Tort pre-trial, trial, or appellate legal or litigation support work, but only to the extent ; and regardless of whether such violation complained of under Section 2.1(c)(i3.1(d)(i) or such events or conditions included under Section 2.1(c)(ii3.1(d)(ii) occurred before or after the Closing Date, except to the extent that any of the foregoing are Covered Environmental Losses for which the Partnership Group is entitled to indemnification from Hxxxx under this Article III; provided, however, that nothing stated above shall make the Partnership Group responsible for any post-Closing Date actions or omissions by the Hxxxx Entities.”

Environmental Indemnification. (a) Subject to the limitations contained in this Section 2.1(a3.01(b) and Section 3.09(a), POCC HIP LP shall indemnify, defend and hold harmless each of the Partnership Entities Public Company Group from and against environmental and toxic tort any Losses sufferedsuffered or incurred by the Public Company Group, incurred directly or paid indirectly, or as a result of any claim by any of the Partnership Entities a third party, by reason of or arising out of:of the following (collectively, “Covered Environmental Losses”): (i) any violation or correction of a violation of Environmental Laws associated with or arising from the Assets ownership or operation of the Retained Assets, or; (ii) any event event, condition or condition matter associated with or arising from the ownership or operation of the Assets or the Retained Assets (including, without limitation, including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any that requires investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, including (A) the cost and expense of any such activity, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for of any environmental or toxic tort pre-trial, trial, trial or appellate legal or litigation support work; (iii) any environmental event, but only to condition or matter associated with or arising from the extent that such violation complained of under Section 2.1(a)(i) Retained Assets, whether occurring before, on or such events or conditions included under Section 2.1(a)(ii) occurred before after the Closing Date (collectively, "Covered Environmental Losses")Effective Date. (b) POCC shall indemnifyWith respect to any discrete violation under Section 3.01(a)(i) or any discrete environmental event, defend condition or matter included under Section 3.01(a)(ii), HIP LP will be obligated to indemnify the Public Company Group only if and hold harmless any of the Partnership Entities from and against any Losses suffered or incurred by any of the Partnership Entities to the extent that POCC that: (i) such violation, event, condition or environmental matter occurred before the Effective Date under then-applicable Environmental Laws; and (ii) either (A) such violation, event, condition or environmental matter is entitled to and receives indemnification, set forth on Schedule I attached hereto or (B) HIP LP is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance notified in writing of such agreementviolation, POCC agrees event, condition or environmental matter prior to use its best commercially reasonable efforts to pursue, for the benefit fifth anniversary of the Partnership EntitiesEffective Date. For the avoidance of doubt, any such nothing in this Section 3.01(b) shall apply to HIP LP’s indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnershipobligations under Section 3.01(a)(iii). (c) The Partnership shall indemnify, defend and hold harmless POCC each of the Hess Entities and the Non-Public Company Group Members from and against any Losses suffered or incurred by the Hess Entities or the Non-Public Company Group Members, directly or indirectly, or as a result of any of the POCC Entities claim by a third party, by reason of or arising out of: (i) any violation or correction of a violation of Environmental Laws associated with or arising from the Assets, or (ii) any event or condition associated with ownership or operation of the Assets (includingother than the Joint Interest Assets); and (ii) any event, but not limited to, condition or matter associated with or arising from the ownership or operation of the Assets (other than the Joint Interest Assets) (including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any that requires investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, including (A) the cost and expense of any such activity, (B) the cost or and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for of any environmental or toxic tort pre-trial, trial, trial or appellate legal or litigation support work; and regardless of whether such violation under Section 3.01(c)(i) or such event, but only condition or environmental matter included under Section 3.01(c)(ii) occurred before or after the Effective Date, in each case, to the extent that any of the foregoing do not constitute Covered Environmental Losses for which the Public Company Group is entitled to indemnification from HIP LP under this Article III. (d) HTGP Opco shall indemnify, defend and hold harmless each of the Hess Entities and the Non-Public Company Group Members from and against any Losses suffered or incurred by the Hess Entities or the Non-Public Company Group Members, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of: (i) any violation or correction of a violation of Environmental Laws associated with or arising from the ownership or operation of the HTGP Assets; and (ii) any event, condition or matter associated with or arising from the ownership or operation of the HTGP Assets (including the presence of Hazardous Substances on, under, about or migrating to or from the HTGP Assets or the disposal or release of Hazardous Substances generated by operation of the HTGP Assets at non-HTGP Asset locations) that requires investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action under Environmental Laws, including (A) the cost and expense of any such activity, (B) the cost and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense of any environmental or toxic tort pre-trial, trial or appellate legal or litigation support work; and regardless of whether such violation complained of under Section 2.1(c)(i3.01(d)(i) or such events event, condition or conditions environmental matter included under Section 2.1(c)(ii3.01(d)(ii) occurred before or after the Closing Effective Date, in each case, to the extent that any of the foregoing do not constitute Covered Environmental Losses for which the Public Company Group is entitled to indemnification from HIP LP under this Article III. (e) Logistics Opco shall indemnify, defend and hold harmless each of the Hess Entities and the Non-Public Company Group Members from and against any Losses suffered or incurred by the Hess Entities or the Non-Public Company Group Members, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of: (i) any violation or correction of a violation of Environmental Laws associated with or arising from the ownership or operation of the Logistics Assets; and (ii) any event, condition or matter associated with or arising from the ownership or operation of the Logistics Assets (including the presence of Hazardous Substances on, under, about or migrating to or from the Logistics Assets or the disposal or release of Hazardous Substances generated by operation of the Logistics Assets at non-Logistics Assets locations) that requires investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action under Environmental Laws, including (A) the cost and expense of any such activity, (B) the cost and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense of any environmental or toxic tort pre-trial, trial or appellate legal or litigation support work; and regardless of whether such violation under Section 3.01(e)(i) or such event, condition or environmental matter included under Section 3.01(e)(ii) occurred before or after the Effective Date, in each case, to the extent that any of the foregoing do not constitute Covered Environmental Losses for which the Public Company Group is entitled to indemnification from HIP LP under this Article III. (f) Gathering Opco shall indemnify, defend and hold harmless each of the Hess Entities and the Non-Public Company Group Members from and against any Losses suffered or incurred by the Hess Entities or the Non-Public Company Group Members, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of: (i) any violation or correction of a violation of Environmental Laws associated with or arising from the ownership or operation of the Gathering Assets; and (ii) any event, condition or matter associated with or arising from the ownership or operation of the Gathering Assets (including the presence of Hazardous Substances on, under, about or migrating to or from the Gathering Assets or the disposal or release of Hazardous Substances generated by operation of the Gathering Assets at non-Gathering Assets locations) that requires investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action under Environmental Laws, including (A) the cost and expense of any such activity, (B) the cost and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense of any environmental or toxic tort pre-trial, trial or appellate legal or litigation support work; and regardless of whether such violation under Section 3.01(f)(i) or such event, condition or environmental matter included under Section 3.01(f)(ii) occurred before or after the Effective Date, in each case, to the extent that any of the foregoing do not constitute Covered Environmental Losses for which the Public Company Group is entitled to indemnification from HIP LP under this Article III.

Environmental Indemnification. (a) Subject to the limitations contained in this Section 2.1(a)2.5, POCC Valero shall indemnify, defend and hold harmless each of the Partnership Entities from and against environmental and toxic tort Losses suffered, incurred or paid by any of the Partnership Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets or the Retained Assets, or (ii) any event or condition associated with the ownership or operation of the Assets or the Retained Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, but only to the extent that such violation complained of under Section 2.1(a)(i) or such events or conditions included under Section 2.1(a)(ii) occurred before the Closing Date (collectively, "Covered Environmental Losses"). (b) POCC shall indemnify, defend and hold harmless any of the Partnership Entities Group Member from and against any Losses suffered or incurred by such Group Member, directly or indirectly, including as a result of any of the Partnership Entities to the extent that POCC is entitled to and receives indemnificationclaim by a third party, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: : (i) any violation or correction of violation of Environmental Laws associated with resulting or arising from the Assets, or (ii) any event or condition associated with ownership or operation of the Assets prior to the Closing Date; (includingii) any environmental remediation or corrective action that is required by Environmental Law, but not limited to, to the extent resulting or arising from releases occurring during the ownership or operation of the Assets prior to the Closing Date (including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental Laws, Laws and (B) the cost or and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, Laws as in effect prior to the Closing Date; (iii) any of the environmental matters as set forth on Schedule A; and (Civ) the cost and expense for any environmental event, condition or toxic tort pre-trialmatter associated with or arising from the Retained Assets, trialwhether occurring before, on or appellate legal after the Closing Date and whether occurring under Environmental Laws as in effect prior to, at or litigation support workafter the Closing Date; provided, but however, that with respect to any violation under Section 2.1(a)(i) or any environmental remediation or corrective action included under Section 2.1(a)(ii), Valero will be obligated to indemnify such Group Member only to the extent that (x) such violation complained or environmental remediation or corrective action was caused by the consummation of the transactions contemplated by the Contribution Agreement or occurred or existed before the Closing Date under Section 2.1(c)(i) Environmental Laws as in effect on or such events or conditions included under Section 2.1(c)(ii) occurred after prior to the Closing Date, (y) the violation, remediation or corrective action 7 was not identified in a voluntary audit or investigation undertaken outside the ordinary course of business by any Group Member or any person acting at the request or on behalf of any Group Member and (z) Valero is notified in writing of such violation or environmental remediation or corrective action prior to the Identification Deadline. Losses subject to indemnification in this Section 2.1(a) are referred to collectively as “Covered Environmental Losses”.

Environmental Indemnification. (a) Subject to Section 2.5, the limitations contained in this Section 2.1(a), POCC Western Parties shall jointly and severally indemnify, defend and hold harmless each of the Partnership Entities Group from and against environmental and toxic tort any Losses suffered, suffered or incurred or paid by any of the Partnership Entities Group, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with arising from or relating to the ownership, operation or condition of the Assets at and prior to the Closing Date, provided Western is notified in writing of such violation or correction of violation prior to the Retained Assets, orIdentification Deadline; (ii) any event environmental event, condition or matter arising from or relating to the ownership, operation or condition associated with the ownership or operation of the Assets or at and prior to the Retained Assets Closing Date (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) including, without limitation, , (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws (each, an “Environmental Activity”), (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense of any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, provided Western is notified in writing of such environmental event, condition or matter prior to the Identification Deadline; (iii) all environmental events, conditions or matters or currently pending legal actions described on Schedule I attached hereto, which schedule shall include all such events, conditions, matters or actions known to the Western Parties on the date of this Agreement relating to the Assets; and (iv) any environmental event, condition or matter associated with or arising from the Retained Assets, whether occurring at, prior to or after the Closing Date, except to the extent caused by the gross negligence or willful misconduct of the Partnership Group occurring after the Closing Date; (clauses (i) through (iv) collectively, “Covered Environmental Losses”). (b) The Partnership Group shall jointly and severally indemnify, defend and hold harmless the Western Parties from and against any Losses suffered or incurred by the Western Parties, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws (x) arising from or relating to the ownership or condition of the Assets following the Closing Date or the operation of the Assets by the Partnership Group following the Closing Date or (y) arising from or relating to the ownership, operation or condition of the Assets at and prior to the Closing Date ; and (ii) any environmental event, condition or matter (x) arising from or relating to the ownership or condition of the Assets following the Closing Date or the operation of the Assets by the Partnership Group following the Closing Date or (y) arising from or relating to the ownership, operation or condition of the Assets at and prior to the Closing Date (in each case, including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations), in each case, including, without limitation, (A) the cost and expense of any Environmental Activity, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; in each case, but only to the extent that such violation complained of under Section 2.1(a)(i) or such events or conditions included under Section 2.1(a)(ii) occurred before the Closing Date (collectively, "Covered Environmental Losses"). (b) POCC shall indemnify, defend and hold harmless any of the Partnership Entities from and against any foregoing are not Covered Environmental Losses suffered or incurred by any of for which the Partnership Entities Group is entitled to indemnification from the Western Parties under this Article II without giving effect to the Environmental Deductible, and further to the extent that POCC any of the foregoing are not (x) Liability Claims (as defined in the Services Agreement) or (y) losses, in each case, for which the Partnership Group is entitled to and receives indemnification, is defended or held harmless against any such Losses indemnification from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for Western Parties under the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the PartnershipServices Agreement. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets, or (ii) any event or condition associated with ownership or operation of the Assets (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, but only to the extent such violation complained of under Section 2.1(c)(i) or such events or conditions included under Section 2.1(c)(ii) occurred after the Closing Date.

Environmental Indemnification. (a) Subject to Section 3.2 and Section 3.7 and with respect to Assets conveyed, contributed or otherwise transferred pursuant to a Contribution Agreement, each of the limitations contained in Tesoro Entities set forth on Schedule VII attached to this Section 2.1(aAgreement with respect to that Contribution Agreement (the “Tesoro Indemnifying Parties”), POCC severally and not jointly, shall indemnify, defend and hold harmless each of the Partnership Entities Group from and against environmental and toxic tort any Losses suffered, suffered or incurred or paid by any of the Partnership Entities Group, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets or the Retained Assets, orLaws; (ii) any event event, condition or condition environmental matter associated with the ownership or operation of the Assets or the Retained Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or arising from the Assets or the Retained Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work, but only to the extent that such violation complained of under Section 2.1(a)(i) or such events or conditions included under Section 2.1(a)(ii) occurred before the Closing Date (collectively, "Covered Environmental Losses"). (b) POCC shall indemnify, defend and hold harmless any of the Partnership Entities from and against any Losses suffered or incurred by any of the Partnership Entities to the extent that POCC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and POCC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, POCC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse POCC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership shall indemnify, defend and hold harmless POCC from and against Losses suffered or incurred by any of the POCC Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with the Assets, or (ii) any event or condition associated with ownership or operation of the Assets (including, but not limited towithout limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for of any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; (iii) any event, but condition or environmental matter or legal action pending as of the applicable Closing Date against the Tesoro Entities, a true and correct summary of which with respect to Assets conveyed, contributed or otherwise transferred pursuant to a particular Contribution Agreement is described on Schedule I to this Agreement; and (iv) any event, condition or environmental matter associated with or arising from the Retained Assets, whether occurring before or after the applicable Closing Date; provided, however, that with respect to any violation under Section 3.1(a)(i) or any event, condition or environmental matter included under Section 3.1(a)(ii) that is associated with the ownership or operation of the Assets conveyed, contributed or otherwise transferred pursuant to a particular Contribution Agreement, the Tesoro Indemnifying Parties will be obligated to indemnify the Partnership Group only to the extent that such violation complained of under Section 2.1(c)(i) violation, event, condition or such events or conditions included under Section 2.1(c)(iienvironmental matter (x) occurred after before the Closing Date.Date for that Contribution Agreement under then- applicable Environmental Laws and (y)(i) such violation, event, condition or environmental matter is set forth on Schedule II to this Agreement or