Common use of Environmental Indemnification Clause in Contracts

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 Tesoro Entities set forth on Schedule VII attached to this Agreement with respect to that Contribution Agreement (the “Tesoro Indemnifying Parties”), severally and not jointly, shall indemnify, defend and hold harmless the Partnership Group from and against any 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: (i) any violation or correction of violation of Environmental Laws; (ii) any event, condition or environmental matter associated with or arising from the 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 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 of any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; (iii) any event, 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, event, condition or environmental 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) The Partnership Group shall indemnify, defend and hold harmless the Tesoro Entities from and against any Losses suffered or incurred by the Tesoro 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 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, 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 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 3.1(b) are 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 Tesoro Entities set forth on Schedule VII attached to this Agreement with respect to that Contribution Agreement (the “Tesoro Indemnifying Parties”3.01(b), severally and not jointly, Landmark shall indemnify, defend and hold harmless the each Partnership Group Member from and against any Losses suffered or incurred by the such Partnership GroupGroup Member, 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 LawsLaws associated with or arising from the ownership or operation of the Assets prior to the Effective Date; (ii) any event, condition or environmental matter associated with or arising from the 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 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 of any environmental or toxic tort pre-trial, trial, trial or appellate legal or litigation support work; (iii) any environmental event, 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 before, on or after the applicable Closing Effective Date; provided, however, that with . (b) With respect to any discrete violation under Section 3.1(a)(i3.01(a)(i) or any discrete environmental event, condition or environmental matter included under Section 3.1(a)(ii) that is associated with the ownership or operation of the Assets conveyed3.01(a)(ii), contributed or otherwise transferred pursuant to a particular Contribution Agreement, the Tesoro Indemnifying Parties Landmark will be obligated to indemnify the each Partnership Group Member only if and to the extent that such violation, event, condition or environmental matter either (x) occurred before the Closing Date for that Contribution Agreement under then-applicable Environmental Laws and (y)(iA) such violation, event, condition or environmental matter is set forth on Schedule II to this Agreement I attached hereto or (iiB) Tesoro Landmark is notified in writing of such violation, event, condition or environmental matter prior to the applicable Identification Deadline 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 3.1(a)(i3.01(a)(i) through (ivand 3.01(a)(ii) collectively, with respect to that Contribution Agreement being “Covered any claims based on additions to or modifications of Environmental Losses”)Laws enacted or promulgated on or after the Effective Date. (bc) The Partnership Group shall indemnify, defend and hold harmless each of the Tesoro Landmark Entities from and against any Losses suffered or incurred by the Tesoro Landmark 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 AssetsAssets occurring on or after the Effective Date; and (ii) any event, condition or environmental 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; and regardless of whether such violation under Section 3.1(b)(i) or such event, 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 that any of the foregoing are matters under Section 3.01(c)(i) or Section 3.01(c)(ii) do not constitute Covered Environmental Losses for which the Partnership Group is entitled to indemnification from the Tesoro Indemnifying Parties Landmark under this Article III III, without giving effect to the Annual Environmental Deductible. The Losses covered by this Section 3.1(b) are hereinafter referred to as ‘Non-Covered Environmental Losses.”

Environmental Indemnification. (a) Subject to Section 3.2 3.01(b) and Section 3.7 and with respect to Assets conveyed, contributed or otherwise transferred pursuant to a Contribution Agreement, each of the Tesoro Entities set forth on Schedule VII attached to this Agreement with respect to that Contribution Agreement (the “Tesoro Indemnifying Parties”3.08(a), severally and not jointly, Hess shall indemnify, defend and hold harmless the Partnership Group from and against any 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:of the following (collectively, “Covered Environmental Losses”): (i) any violation or correction of a violation of Environmental LawsLaws associated with or arising from the ownership or operation of the Assets; (ii) any event, condition or environmental matter associated with or arising from the 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 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 of any environmental or toxic tort pre-trial, trial, trial or appellate legal or litigation support work; (iii) any environmental event, 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 Effective Date; provided, however, that with . (b) With respect to any discrete violation under Section 3.1(a)(i3.01(a)(i) or any discrete environmental event, condition or environmental matter included under Section 3.1(a)(ii) that is associated with the ownership or operation of the Assets conveyed3.01(a)(ii), contributed or otherwise transferred pursuant to a particular Contribution Agreement, the Tesoro Indemnifying Parties Hess will be obligated to indemnify the Partnership Group only if and to the extent that that: (i) such violation, event, condition or environmental matter (x) occurred before the Closing Effective Date for that Contribution Agreement under then-applicable Environmental Laws and Laws; and (y)(iii) either (A) such violation, event, condition or environmental matter is set forth on Schedule II to this Agreement I attached hereto or (iiB) Tesoro Hess is notified in writing of such violation, event, condition or environmental matter prior to the applicable Identification Deadline (Sections 3.1(a)(ififth anniversary of the Effective Date. For the avoidance of doubt, nothing in this Section 3.01(b) through (iv) collectively, with respect shall apply to that Contribution Agreement being “Covered Environmental Losses”Xxxx’x indemnification obligations under Section 3.01(a)(iii). (bc) The Partnership Group shall indemnify, defend and hold harmless each of the Tesoro Hess Entities from and against any Losses suffered or incurred by the Tesoro 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 Assets (other than the Joint Interest Assets); and (ii) any event, condition or environmental 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 3.1(b)(i3.01(c)(i) or such event, condition or environmental matter included under Section 3.1(b)(ii3.01(c)(ii) occurred before or after the applicable Closing Effective Date, in each case, to the extent that any of the foregoing are do not constitute Covered Environmental Losses for which the Partnership Group is entitled to indemnification from the Tesoro Indemnifying Parties Hess under this Article III 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 giving effect 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 under Section 3.01(d)(i) or such event, condition or environmental matter included under Section 3.01(d)(ii) occurred before or after the Effective Date, in each case, to the Annual Environmental Deductible. The Losses covered by this Section 3.1(b) are hereinafter referred to as ‘Non-extent that any of the foregoing do not constitute Covered Environmental LossesLosses 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 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 Tesoro Entities set forth on Schedule VII attached to this Agreement with respect to that Contribution Agreement (the “Tesoro Indemnifying Parties”), severally and not jointly, MarkWest shall indemnify, defend and hold harmless the Partnership Group for a period of three years after the Closing Date from and against any environmental and toxic tort Losses suffered or incurred by the Partnership Group, directly or indirectly, or as a result of any claim by a third party, Group by reason of or arising out of: (i) i. any violation or correction of violation of Environmental Laws; (ii) any event, condition or environmental matter Laws associated with the Assets, or ii. any event or arising from condition associated with the 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 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 of for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; (iii) any event, 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 but only to the extent that such violation, event, condition violation complained of under Section 3.1(a)(i) or environmental matter (xsuch events or conditions included under Section 3.1(a)(ii) 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 only to the applicable Identification Deadline extent that a written notice of violation is given to MarkWest by the Indemnified Party within three years following the Closing Date (Sections 3.1(a)(i) through (iv) collectively, with respect to that Contribution Agreement being “"Covered Environmental Losses”"), PROVIDED, that no claim may be made against MarkWest for indemnification pursuant to this Section 3.1(a) unless the aggregate dollar amount of all claims for indemnification pursuant to this Section 3.1(a) shall exceed $500,000, in which case MarkWest shall be liable for claims for indemnification only to the extent such aggregate amount exceeds $500,000; PROVIDED FURTHER, in no event shall the aggregate liability of MarkWest pursuant to this Section 3.1(a) exceed $5,000,000. (b) MarkWest shall indemnify, defend and hold harmless the Partnership Group from and against any Losses suffered or incurred by the Partnership Group to the extent that any MarkWest Entity 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 such MarkWest Entity (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, MarkWest agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership, any such indemnification with respect to which it might be entitled; provided that, the Partnership shall reimburse the applicable MarkWest Entity for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership. (c) The Partnership Group shall indemnify, defend and hold harmless the Tesoro MarkWest Entities from and against any environmental and toxic tort Losses suffered or incurred by the Tesoro Entities, directly or indirectly, or as a result of any claim by a third party, MarkWest Entities by reason of or arising out of: (i) i. any violation or correction of violation of Environmental Laws associated with or arising from the ownership or operation of the Assets; and, or (ii) . any event, event or condition or 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 complained of under Section 3.1(b)(i3.1(c)(i) or such event, condition events or environmental matter conditions included under Section 3.1(b)(ii3.1(c)(ii) occurred before or after the applicable Closing Date, in each case, except to the extent that any of the foregoing are not Covered Environmental Losses or Pass-Through Environmental Losses for which the Partnership Group is entitled to indemnification from the Tesoro Indemnifying Parties MarkWest under this Article III without giving effect to the Annual Environmental Deductible. The Losses covered by this Section 3.1(b) are hereinafter referred to as ‘Non-Covered Environmental LossesIII.”

Environmental Indemnification. (a) Subject to Section 3.2 and Section 3.7 and with respect to Assets conveyed3.2, contributed or otherwise transferred pursuant to a Contribution Agreement, each of the Tesoro Hxxxx Entities set forth on Schedule VII attached to this Agreement with respect to that Contribution Agreement (the “Tesoro Indemnifying Parties”), severally and not jointly, shall indemnify, defend and hold harmless the Partnership Group 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 (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 Partnership Group, directly Entities or indirectly, or as a result of any claim by a third party, by reason of or party to the extent arising out of: (i) any violation or correction of violation of Environmental Laws;Laws associated with the ownership or operation of the Assets, or (ii) any event, event or condition or environmental matter associated with or arising from the 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 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 of any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; (iii) any event, 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, event, condition or environmental 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) The Partnership Group shall indemnify, defend and hold harmless the Tesoro Entities from and against any Losses suffered or incurred by the Tesoro 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 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 Toxic Tort pre-trial, trial, or appellate legal or litigation support work; and regardless of whether but only to the extent that such violation complained of under Section 3.1(b)(i3.1(a)(i) or such event, condition events or environmental matter conditions included under Section 3.1(b)(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) 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 applicable 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 each casethe 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 the 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 and every kind or character, known or unknown, fixed or contingent, suffered or incurred by the Hxxxx Entities or any third party to the extent arising out of: (i) any violation or correction of violation of Environmental Laws associated with 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, or (ii) any event or condition associated with 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 that 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 foregoing are not Covered preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Losses Laws, and (C) the cost and expense for which 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 3.1(d)(i) or such events or conditions included under Section 3.1(d)(ii) occurred after the Closing Date; provided, however, that nothing stated above shall make the Partnership Group is entitled to indemnification from Entities responsible for any post-Closing Date negligent actions or omissions or willful misconduct by the Tesoro Indemnifying Parties under Hxxxx Entities. (e) Notwithstanding anything in this Article III without giving effect Agreement to the Annual Environmental Deductible. The Losses covered by this contrary, as used in Section 3.1(b3.1(a) are hereinafter referred to as ‘Non-Covered Environmental Lossesthe 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 3.7 and with respect to Assets conveyed3.2, contributed or otherwise transferred pursuant to a Contribution Agreement, each of the Tesoro Xxxxx Entities set forth on Schedule VII attached to this Agreement with respect to that Contribution Agreement (the “Tesoro Indemnifying Parties”), severally and not jointly, shall indemnify, defend and hold harmless the Partnership Group 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 (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 Partnership Group, directly Entities or indirectly, or as a result of any claim by a third party, by reason of or party to the extent arising out of: (i) any violation or correction of violation of Environmental Laws;Laws associated with the ownership or operation of the Assets, or (ii) any event, event or condition or environmental matter associated with or arising from the 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 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 of any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; (iii) any event, 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, event, condition or environmental 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) The Partnership Group shall indemnify, defend and hold harmless the Tesoro Entities from and against any Losses suffered or incurred by the Tesoro 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 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 Toxic Tort pre-trial, trial, or appellate legal or litigation support work; and regardless of whether but only to the extent that such violation complained of under Section 3.1(b)(i3.1(a)(i) or such event, condition events or environmental matter conditions included under Section 3.1(b)(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) 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 applicable 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 each casethe 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 the 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 and every kind or character, known or unknown, fixed or contingent, suffered or incurred by the Xxxxx Entities or any third party to the extent arising out of: (i) any violation or correction of violation of Environmental Laws associated with 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, or (ii) any event or condition associated with 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 that 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 foregoing are not Covered preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Losses Laws, and (C) the cost and expense for which 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 3.1(d)(i) or such events or conditions included under Section 3.1(d)(ii) occurred after the Closing Date; provided, however, that nothing stated above shall make the Partnership Group is entitled to indemnification from Entities responsible for any post-Closing Date negligent actions or omissions or willful misconduct by the Tesoro Indemnifying Parties under Xxxxx Entities. (e) Notwithstanding anything in this Article III without giving effect Agreement to the Annual Environmental Deductible. The Losses covered by this contrary, as used in Section 3.1(b3.1(a) are hereinafter referred to as ‘Non-Covered Environmental Lossesthe 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 and Section 3.7 3.5 and with respect to Assets conveyed, contributed or otherwise transferred Transferred pursuant to a Contribution Transaction Agreement, each of the Tesoro Entities set forth on Schedule VII attached to this Agreement with respect to that Contribution Agreement (the “Tesoro Indemnifying Parties”)Delek Entities, severally jointly and not jointlyseverally, shall indemnify, defend and hold harmless the Partnership Group from and against any 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: (i) any violation or correction of violation of Environmental Laws; (ii) any environmentally related event, condition or environmental matter associated with or arising from the ownership or operation of the Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the such Assets or the disposal or release of Hazardous Substances generated by operation of the 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 environmental matter or legal action pending as of the applicable Closing Date against the Tesoro Delek Entities, a true and correct summary of which which, with respect to Assets conveyed, contributed or otherwise transferred Transferred pursuant to a particular Contribution Agreement Transaction Agreement, is described set forth on Schedule I to this Agreement; andattached hereto; (iv) any event, condition or environmental matter associated with or arising from the Retained Assets, whether occurring before or after the applicable 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 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 Transferred pursuant to a particular Contribution Transaction Agreement, the Tesoro Indemnifying Parties Delek Entities will be obligated to indemnify the Partnership Group only to the extent that such environmentally related violation, event, condition or environmental matter giving rise to the claim (x) existed or occurred in whole or in part before the applicable Closing Date for that Contribution 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 environmental matter is set forth on Schedule II to this Agreement attached hereto or (ii) Tesoro Delek US is notified in writing of such environmentally related violation, event, condition or environmental matter prior to the applicable Identification First Indemnification Deadline (Sections 3.1(a)(ior, 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 that Contribution Agreement such Transaction Agreement, being “Covered Environmental Losses”). (b) The Partnership Group shall indemnify, defend and hold harmless the Tesoro Delek Entities from and against any Losses suffered or incurred by the Tesoro 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 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, 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, condition or environmental 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 any of the foregoing are not Covered Environmental Losses for which the Partnership Group is entitled to indemnification from the Tesoro Indemnifying Parties Delek Entities under this Article III without giving effect to the applicable Annual Environmental Deductible. The Losses covered by this Section 3.1(b) are hereinafter referred to as ‘Non-Covered Environmental Losses.”

Environmental Indemnification. (a) Subject to Section 3.2 and Section 3.7 3.5 and with respect to Assets conveyed, contributed or otherwise transferred Transferred pursuant to a Contribution Transaction Agreement, each of the Tesoro Entities set forth on Schedule VII attached to this Agreement with respect to that Contribution Agreement (the “Tesoro Indemnifying Parties”)Delek Entities, severally jointly and not jointlyseverally, shall indemnify, defend and hold harmless the Partnership Group from and against any 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: (i) any violation or correction of violation of Environmental Laws; (ii) any environmentally related event, condition or environmental matter associated with or arising from the ownership or operation of the Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the such Assets or the disposal or release of Hazardous Substances generated by operation of the 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 of any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; (iii) any environmentally related event, condition or environmental matter or legal action pending as of the applicable Closing Date against the Tesoro Delek Entities, a true and correct summary of which which, with respect to Assets conveyed, contributed or otherwise transferred Transferred pursuant to a particular Contribution Agreement Transaction Agreement, is described set forth on Schedule I to this Agreement; andattached hereto; (iv) any event, condition or environmental matter associated with or arising from the Retained Assets, whether occurring before or after the applicable 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 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 Transferred pursuant to a particular Contribution Transaction Agreement, the Tesoro Indemnifying Parties Delek Entities will be obligated to indemnify the Partnership Group only to the extent that such environmentally related violation, event, condition or environmental matter giving rise to the claim (x) occurred in whole or in part before the applicable Closing Date for that Contribution 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 environmental matter is set forth on Schedule II to this Agreement attached hereto or (ii) Tesoro Delek US is notified in writing of such environmentally related violation, event, condition or environmental matter prior to the applicable Identification First Indemnification Deadline (Sections 3.1(a)(ior, 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 that Contribution Agreement such Transaction Agreement, being “Covered Environmental Losses”). (b) The Partnership Group shall indemnify, defend and hold harmless the Tesoro Delek Entities from and against any Losses suffered or incurred by the Tesoro 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 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, 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 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 3.1(b) are hereinafter referred to as ‘Non-Covered Environmental Losses.”HOU02:1274288 11

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 Tesoro Entities set forth on Schedule VII attached to this Agreement with respect to that Contribution Agreement (the “Tesoro Indemnifying Parties”4.1(b), severally and not jointly, NLA Holdings shall indemnify, defend and hold harmless the Partnership Group from and against any 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:of the following (collectively, “Covered Environmental Losses”): (i) any violation or correction of a violation of Environmental LawsLaws associated with or arising from the ownership or operation of the Contributed Assets or the Contributed Interest; (ii) any event, condition or environmental 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 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 of any environmental or toxic tort pre-trial, trial, trial or appellate legal or litigation support work;; and (iii) any environmental event, 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 Effective Date; provided, however, that with . (b) With respect to any discrete violation under Section 3.1(a)(i4.1(a)(i) or any discrete event, condition or environmental matter included under Section 3.1(a)(ii) that is associated with the ownership or operation of the Assets conveyed4.1(a)(ii), contributed or otherwise transferred pursuant to a particular Contribution Agreement, the Tesoro Indemnifying Parties NLA Holdings will be obligated to indemnify the Partnership Group only if and to the extent that such violation, event, condition or environmental matter that: (x) occurred before the Closing Date for that Contribution Agreement under then-applicable Environmental Laws and (y)(ii) 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 matter is set forth on Schedule II to this Agreement I attached hereto or (iiB) Tesoro NLA Holdings is notified in writing of such violation, event, condition or environmental matter prior to the applicable Identification Deadline (Sections 3.1(a)(ifirst anniversary of the Effective Date. For the avoidance of doubt, nothing in this Section 4.1(b) through (iv) collectively, with respect shall apply to that Contribution Agreement being “Covered Environmental Losses”the indemnification obligations of NLA Holdings under Section 4.1(a)(iii). (bc) The Partnership Group shall indemnify, defend and hold harmless the Tesoro Entities NLA Holdings from and against any Losses suffered or incurred by the Tesoro EntitiesNLA Holdings, 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 AssetsContributed Assets or Contributed Interest; and (ii) any event, condition or environmental 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(b)(i4.1(c)(i) or such event, condition or environmental matter included under Section 3.1(b)(ii4.1(c)(ii) occurred before or after the applicable Closing Effective Date, in each case, to the extent that any of the foregoing are do not constitute Covered Environmental Losses for which the Partnership Group is entitled to indemnification from the Tesoro Indemnifying Parties NLA Holdings under this Article III without giving effect to the Annual Environmental Deductible. The Losses covered by this Section 3.1(b) are hereinafter referred to as ‘Non-Covered Environmental LossesIV.”

Environmental Indemnification. (a) Subject to Section 3.2 and Section 3.7 and with respect to Assets conveyed7.3, contributed or otherwise transferred pursuant to a Contribution Agreement, each of the Tesoro Entities set forth on Schedule VII attached to this Agreement with respect to that Contribution Agreement (the “Tesoro Indemnifying Parties”), severally and not jointly, Exterran shall indemnify, defend and hold harmless the Partnership Group from and against any Losses environmental claims, losses 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 by the Partnership Group, directly or indirectly, or as a result of any claim by a third party, Group by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws; (ii) any event, condition or environmental matter Laws associated with or arising from the ownership or operation of the Partnership Assets; or (ii) any event or condition associated with ownership or operation of the Partnership Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Partnership Assets or the disposal or release of Hazardous Substances generated by operation of the 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 of for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; (iii) any event, 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)(iin the case of clauses (A) or any event, condition or environmental matter and (B) such cost and expense shall not included under Section 3.1(a)(ii) that is the costs of and 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 project management and soil and ground water monitoring; but only to the extent that such violation, event, condition violation complained of under Section 7.1(a)(i) or environmental matter (xsuch events or conditions included under Section 7.1(a)(ii) 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) The Partnership Group shall indemnify, defend and hold harmless the Tesoro Entities Exterran and its Affiliates from and against any Covered Environmental Losses suffered or incurred by Exterran and its Affiliates relating to the Tesoro 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 environmental matter associated with or arising from the ownership or operation of the Partnership 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, condition or environmental matter included under Section 3.1(b)(ii) occurred before occurring on or after the applicable Closing Date, in each case, except to the extent that any of the foregoing are not Covered Environmental Losses for which the Partnership Group is entitled indemnified with respect to any of such Covered Environmental Losses under Section 7.1(a), and unless such indemnification from would not be permitted under the Tesoro Indemnifying Parties under this Article III without giving effect to Partnership Agreement by reason of one of the Annual provisos contained in Section 7.7(a) of the Partnership Agreement. (c) Except for claims for Covered Environmental Deductible. The Losses covered by made before the third anniversary of the Closing Date, which shall not terminate, all indemnification obligations in this Section 3.1(b) are hereinafter referred to as ‘Non-Covered Environmental Losses7.1 shall terminate on the third anniversary of the Closing Date.”

Environmental Indemnification. LESSEE agrees to indemnify and defend (aby counsel approved by the State) Subject to Section 3.2 LESSOR, the State of Alabama, the Alabama Department of Transportation, and Section 3.7 their officials, officers, and with respect to Assets conveyedemployees, contributed or otherwise transferred pursuant to a Contribution Agreementin both their official and individual capacities, each of the Tesoro Entities set forth on Schedule VII attached to this Agreement with respect to that Contribution Agreement (the “Tesoro Indemnifying Parties”), severally and not jointly, shall indemnify, defend and hold harmless the Partnership Group their agents and/or assigns from and against any Losses suffered and all "Environmental Risks” originating from, associated with, or related to LESSEE’s use of the above-referenced property for general agricultural purposes. For purposes of this Agreement, "Environmental Risks" means and includes any and all actual or threatened losses, (including loss of use and diminution in value of any loan or property), all direct and indirect costs associated with a Remedial Action (including the repair, replacement or restoration of improvements and equipment; and monitoring and other closure requirements imposed by any Governmental Entity), liabilities, demands, claims and causes of action (including those asserted by third parties for personal injury, illness, death, and damage to real and personal property), damages (including natural resource damages, consequential damages and punitive damages), expenses (including experts' and consultants' fees and disbursements), reasonable attorneys' fees and disbursements for in-house and outside counsel (including those incurred at trial, on appeal, or in enforcing this Agreement, regardless of the outcome), fines, assessments, penalties, forfeitures, judgments, settlements, orders, equitable relief of any kind, suffered, paid, incurred by, or sought from LESSOR, the State of Alabama, the Alabama Department of Transportation, and their officials, officers, and employees, in both their official and individual capacities by the Partnership Groupany Person in connection with, in whole or in part, or arising or allegedly arising, directly or indirectlyindirectly out of: (1) the inaccuracy or breach of any representation, warranty or covenant contained in this Agreement; (2) the presence, suspected presence, or as a result threat of any claim by a third partycontamination; (3) non- compliance with any Federal Motor Carrier Administration rules and regulations, by reason of or arising out of: (i) Hazardous Material Safety Permits rules and regulations, any violation or correction of violation of Environmental Laws; (ii) any event, condition or environmental matter associated with or arising from the 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 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 all Federal and State Environmental Laws, Storm Water Regulations, Institutional Control or Engineering Control; or (B4) any Environmental Claim. LESSEE waives all known and unknown rights and releases all claims and causes of action whether now or hereafter in existence that LESSEE may have against the cost State of Alabama, the Alabama Department of Transportation, the officials, officers, and employees, in both their official and individual capacities, and their agents and/or assigns related to any matters enumerated herein originating from, associated with, or expense related to LESEEE’s use 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 preabove-trial, trial, or appellate legal or litigation support work; (iii) any event, 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, event, condition or environmental matter (x) occurred before the Closing Date referenced property 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”)general agricultural purposes. (b) The Partnership Group shall indemnify, defend and hold harmless the Tesoro Entities from and against any Losses suffered or incurred by the Tesoro 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 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, 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 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 3.1(b) are 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 conveyed3.2, contributed or otherwise transferred pursuant to a Contribution Agreement, each of the Tesoro Entities set forth on Schedule VII attached to this Agreement with respect to that Contribution Agreement (the “Tesoro Indemnifying Parties”), severally and not jointly, Holly shall indemnify, defend and hold harmless the Partnership Partnerxxxx Group for a period of 10 years after the Closing Date 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 Partnership Group, directly Group or indirectly, or as a result of any claim by a third party, party by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws;, or (ii) any event, event or condition or environmental matter associated with or arising from the 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 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 of for any environmental or toxic tort Toxic Tort pre-trial, trial, or appellate legal or litigation support work; (iii) any event, 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 but only to the extent that such violation, event, condition violation complained of under Section 3.1(a)(i) or environmental matter (xsuch events or conditions included under Section 3.1(a)(ii) 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) The Partnership Group shall indemnify, defend and hold harmless the Tesoro Holly Entities from and against environmental and Toxic Tort xxxses (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 Tesoro Entities, directly Holly Entities or indirectly, or as a result of any claim by a third party, party by reason of or arising out ofoxx xx: (i) any violation or correction of violation of Environmental Laws associated with or arising from the ownership or operation of the Assets; andLaws, or (ii) any event, event or condition or 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 Toxic Tort pre-trial, trial, or appellate legal or litigation support work; and regardless of whether such violation complained of under Section 3.1(b)(i) or such event, condition events or environmental matter conditions included under Section 3.1(b)(ii) occurred before or after the applicable Closing Date, in each case, except 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 Holly under this Article III without giving effect to the Annual Environmental Deductible. The Losses covered by this Section 3.1(b) are hereinafter referred to as ‘Non-Covered Environmental LossesIII.”

Environmental Indemnification. (a) Subject to Section 3.2 3.2, the GPC Entities and Section 3.7 and with respect to Assets conveyed, contributed or otherwise transferred pursuant to a Contribution Agreement, each of the Tesoro Entities set forth on Schedule VII attached to this Agreement with respect to that Contribution Agreement (the “Tesoro Indemnifying Parties”), severally and not jointly, General Partner shall indemnify, defend and hold harmless the Partnership Group 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 the Partnership Group, directly or indirectly, or as a result of any claim by a third party, Group by reason of or arising out of: (i) any violation or correction of any violation of Environmental LawsLaws associated with the ownership or operation of the Assets; (ii) any event, event or condition or environmental matter associated with or arising from the 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 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 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, and (C) the cost and expense of Laws or to satisfy any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; (iii) any event, 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, event, condition or environmental 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) The Partnership Group shall indemnify, defend and hold harmless the Tesoro Entities from and against any Losses suffered or incurred by the Tesoro 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 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, Voluntary Cleanup Program and (C) the cost and expense for any environmental or toxic tort Toxic Tort pre-trial, trial, or appellate legal or litigation support work; and regardless of whether such violation under Section 3.1(b)(ior (iii) or such event, condition or environmental matter included under Section 3.1(b)(ii) occurred before or after the applicable Closing Date, in each case, MTBE Litigation; but only to the extent that any such violation complained of under Section 3.1(a)(i) or such events or conditions included under Section 3.1(a)(ii) occurred before the foregoing are not Closing Date (collectively, “Covered Environmental Losses”). (b) Except for the environmental indemnification obligation for the MTBE Litigation, and except for claims for Covered Environmental Losses for made before the fifth anniversary of the Closing Date, which the Partnership Group is entitled to shall not terminate, all environmental indemnification from the Tesoro Indemnifying Parties under this Article III without giving effect to the Annual Environmental Deductible. The Losses covered by obligations in this Section 3.1(b) are hereinafter referred to as ‘Non-Covered Environmental Losses3.1 shall terminate on the fifth anniversary of the Closing Date.”

Environmental Indemnification. (a) Subject to Section 3.2 3.2, the GPC Entities and Section 3.7 and with respect to Assets conveyed, contributed or otherwise transferred pursuant to a Contribution Agreement, each of the Tesoro Entities set forth on Schedule VII attached to this Agreement with respect to that Contribution Agreement (the “Tesoro Indemnifying Parties”), severally and not jointly, General Partner shall indemnify, defend and hold harmless the Partnership Group 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 the Partnership Group, directly or indirectly, or as a result of any claim by a third party, Group by reason of or arising out of: (i) any violation or correction of any violation of Environmental LawsLaws associated with the ownership or operation of the Assets; (ii) any event, event or condition or environmental matter associated with or arising from the 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 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 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, and (C) the cost and expense of Laws or to satisfy any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; (iii) any event, 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, event, condition or environmental 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) The Partnership Group shall indemnify, defend and hold harmless the Tesoro Entities from and against any Losses suffered or incurred by the Tesoro 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 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, Voluntary Cleanup Program and (C) the cost and expense for any environmental or toxic tort Toxic Tort pre-trial, trial, or appellate legal or litigation support work; and regardless of whether such violation under Section 3.1(b)(ior (iii) or such event, condition or environmental matter included under Section 3.1(b)(ii) occurred before or after the applicable Closing Date, in each case, MTBE Litigation. but only to the extent that any such violation complained of under Section 3.1(a)(i) or such events or conditions included under Section 3.1(a)(ii) occurred before 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 3.1(b) are hereinafter referred to as ‘Non-Closing Date (collectively, "Covered Environmental Losses").” (b) Except for the environmental indemnification obligation for the MTBE Litigation, all other environmental indemnification obligations in this Section 3.1 shall terminate on the fifth anniversary of the Closing Date.

Environmental Indemnification. (a) Subject to Section 3.2 3.2, the GPC Entities and Section 3.7 and with respect to Assets conveyed, contributed or otherwise transferred pursuant to a Contribution Agreement, each of the Tesoro Entities set forth on Schedule VII attached to this Agreement with respect to that Contribution Agreement (the “Tesoro Indemnifying Parties”), severally and not jointly, General Partner shall indemnify, defend and hold harmless the Partnership Group 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 the Partnership Group, directly or indirectly, or as a result of any claim by a third party, Group by reason of or arising out of: (i) any violation or correction of any violation of Environmental LawsLaws associated with the ownership or operation of the Assets; (ii) any event, event or condition or environmental matter associated with or arising from the 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 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 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, and (C) the cost and expense of Laws or to satisfy any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; (iii) any event, 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, event, condition or environmental 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) The Partnership Group shall indemnify, defend and hold harmless the Tesoro Entities from and against any Losses suffered or incurred by the Tesoro 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 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, Voluntary Cleanup Program and (C) the cost and expense for any environmental or toxic tort Toxic Tort pre-trial, trial, or appellate legal or litigation support work; and regardless of whether such violation under Section 3.1(b)(ior (iii) or such event, condition or environmental matter included under Section 3.1(b)(ii) occurred before or after the applicable Closing Date, in each case, MTBE Litigation; but only to the extent that any such violation complained of under Section 3.1(a)(i) or such events or conditions included under Section 3.1(a)(ii) occurred before the foregoing are not Closing Date (collectively, "Covered Environmental Losses"). (b) Except for the environmental indemnification obligation for the MTBE Litigation, and except for claims for Covered Environmental Losses for made before the fifth anniversary of the Closing Date, which the Partnership Group is entitled to shall not terminate, all environmental indemnification from the Tesoro Indemnifying Parties under this Article III without giving effect to the Annual Environmental Deductible. The Losses covered by obligations in this Section 3.1(b) are hereinafter referred to as ‘Non-Covered Environmental Losses3.1 shall terminate on the fifth anniversary of the Closing Date.”

Environmental Indemnification. (a) Subject to the limitations contained in this 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 Tesoro Entities set forth on Schedule VII attached to this Agreement with respect to that Contribution Agreement (the “Tesoro Indemnifying Parties”3.1(a), severally and not jointly, MRMC shall indemnify, defend and hold harmless each of the Partnership Group Entities from and against environmental and toxic tort Losses suffered, incurred or paid by any Losses suffered or incurred by of the Partnership Group, directly or indirectly, or as a result of any claim by a third party, Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws;Laws associated with the Assets or the Retained Assets, (ii) any event, event or condition or 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 of for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work;, or (iii) any event, condition or environmental matter or legal action pending as of indemnity provisions contained in 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 CF Martin Contribution Agreement, the Tesoro Indemnifying Parties will be obligated to indemnify the Partnership Group . but only to the extent that such violation, event, condition violation complained of under Section 3.1(a)(i) or environmental matter (xsuch events or conditions included under Section 3.1(a)(ii) occurred before the Closing Date for and only to the extent 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 a written notice of such violation, event, event or condition or environmental matter prior is given to MRMC by the applicable Identification Deadline Partnership within five years following the Closing Date (Sections 3.1(a)(i) through (iv) collectively, with respect to that Contribution Agreement being “"Covered Environmental Losses”"). In no event shall the aggregate liability of MRMC pursuant to this Section 3.1(a) exceed $7,500,000. (b) The Partnership Group MRMC shall indemnify, defend and hold harmless any of the Tesoro Partnership Entities from and against any Losses suffered or incurred by any of the Tesoro Partnership Entities to the extent that 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 MRMC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, MRMC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, directly any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse 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 MRMC from and against Losses suffered or indirectly, or as a result incurred by any of any claim by a third party, the MRMC 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; and, or (ii) any event, event or condition or 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 complained of under Section 3.1(b)(i3.1(c)(i) or such event, condition events or environmental matter conditions included under Section 3.1(b)(ii3.1(c)(ii) occurred before or after the applicable Closing Date, in each case, except to the extent that any of the foregoing are not Covered Environmental Losses or Pass-Through Environmental Losses for which the Partnership Group is Entities are entitled to indemnification from the Tesoro Indemnifying Parties MRMC under this Article III without giving effect to the Annual Environmental Deductible. The Losses covered by this Section 3.1(b) are hereinafter referred to as ‘Non-Covered Environmental LossesIII.”

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 Tesoro Entities set forth on Schedule VII attached to this Agreement with respect to that Contribution Agreement (the “Tesoro Indemnifying Parties”3.01(b), severally Company and not jointly, Pipeline shall indemnify, defend and hold harmless the Partnership Group from and against any 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:of the following (collectively, “Covered Environmental Losses”): (i) any violation or correction of a violation of Environmental LawsLaws associated with or arising from the ownership or operation of the Assets; (ii) any event, condition or environmental matter associated with or arising from the 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 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 of any environmental or toxic tort pre-trial, trial, trial or appellate legal or litigation support work; (iii) any environmental event, 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 Effective Date; provided, however, that with . (b) With respect to any discrete violation under Section 3.1(a)(i3.01(a)(i) or any discrete environmental event, condition or environmental matter included under Section 3.1(a)(ii) that is associated with the ownership or operation of the Assets conveyed3.01(a)(ii), contributed or otherwise transferred pursuant to a particular Contribution Agreement, the Tesoro Indemnifying Parties Company and Pipeline will be obligated to indemnify the Partnership Group only if and to the extent that such violation, event, condition or environmental matter matter: (xi) occurred before the Closing Effective Date for that Contribution Agreement under then-applicable Environmental Laws and Laws; and (y)(iii) either (A) such violation, event, condition or environmental matter is set forth on Schedule II to this Agreement I attached hereto or (iiB) Tesoro Company is notified in writing of such violation, event, condition or environmental matter prior to the applicable Identification Deadline (Sections 3.1(a)(ififth anniversary of the Effective Date. For the avoidance of doubt, nothing in this Section 3.01(b) through (iv) collectively, with respect shall apply to that Contribution Agreement being “Covered Environmental Losses”Company’s and Pipeline’s indemnification obligations under Section 3.01(a)(iii). (bc) The Partnership Group shall indemnify, defend and hold harmless each of the Tesoro Xxxxxxxx 66 Entities from and against any Losses suffered or incurred by the Tesoro Xxxxxxxx 66 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 environmental 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 3.1(b)(i3.01(c)(i) or such event, condition or environmental matter included under Section 3.1(b)(ii3.01(c)(ii) occurred before or after the applicable Closing Effective Date, in each case, to the extent that any of the foregoing are do not constitute Covered Environmental Losses for which the Partnership Group is entitled to indemnification from the Tesoro Indemnifying Parties Company and Pipeline under this Article III without giving effect to the Annual Environmental Deductible. The Losses covered by this Section 3.1(b) are hereinafter referred to as ‘Non-Covered Environmental LossesIII.”

Environmental Indemnification. (a) Subject to Section 3.2 and Section 3.7 and with respect to Assets conveyed3.2, contributed or otherwise transferred pursuant to a Contribution Agreement, each of the Tesoro Xxxxx Entities set forth on Schedule VII attached to this Agreement with respect to that Contribution Agreement (the “Tesoro Indemnifying Parties”), severally and not jointly, shall indemnify, defend and hold harmless the Partnership Group 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 (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 Partnership Group, directly Entities or indirectly, or as a result of any claim by a third party, by reason of or party to the extent arising out of: (i) any violation or correction of violation of Environmental Laws;Laws associated with the ownership or operation of the Assets, or (ii) any event, event or condition or environmental matter associated with or arising from the 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 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 of any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; (iii) any event, 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, event, condition or environmental 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) The Partnership Group shall indemnify, defend and hold harmless the Tesoro Entities from and against any Losses suffered or incurred by the Tesoro 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 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 Toxic Tort pre-trial, trial, or appellate legal or litigation support work; and regardless of whether but only to the extent that such violation complained of under Section 3.1(b)(i3.1(a)(i) or such event, condition events or environmental matter conditions included under Section 3.1(b)(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) 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 applicable 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 each casethe 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 the 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 and every kind or character, known or unknown, fixed or contingent, suffered or incurred by the Xxxxx Entities or any third party to the extent arising out of: (i) any violation or correction of violation of Environmental Laws associated with 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, or (ii) any event or condition associated with 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 that 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 foregoing are not Covered preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Losses Laws, and (C) the cost and expense for which 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 3.1(d)(i) or such events or conditions included under Section 3.1(d)(ii) occurred after the Closing Date; provided, however, that nothing stated above shall make the Partnership Group is entitled 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 indemnification 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 Tesoro Indemnifying Parties under this Article III without giving effect White City Station that was formerly used as a refined products pipeline and that was conveyed to the Annual Environmental Deductible. The Losses covered by this Section 3.1(b) are hereinafter referred 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 as ‘Non-Covered Environmental LossesLovington System Expansion.”

Environmental Indemnification. (a) Subject to Section 3.2 and Section 3.7 and with respect to Assets conveyed3.2, contributed or otherwise transferred pursuant to a Contribution Agreement, each of the Tesoro Entities set forth on Schedule VII attached to this Agreement with respect to that Contribution Agreement (the “Tesoro Indemnifying Parties”), severally and not jointly, Sunoco shall indemnify, defend and hold harmless the Partnership Group for a period of 30 years after the Closing Date 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 Partnership Group, directly Group or indirectly, or as a result of any claim by a third party, party by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws;, or (ii) any event, event or condition or environmental matter associated with or arising from the 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 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 of for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; (iii) any event, 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 but only to the extent that such violation, event, condition violation complained of under Section 3.1(a)(i) or environmental matter (xsuch events or conditions included under Section 3.1(a)(ii) 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) The Partnership Group shall indemnify, defend and hold harmless the Tesoro Sunoco 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 Tesoro Entities, directly Sunoco Entities or indirectly, or as a result of any claim by a third party, 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; andLaws, or (ii) any event, event or condition or 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 complained of under Section 3.1(b)(i) or such event, condition events or environmental matter conditions included under Section 3.1(b)(ii) occurred before or after the applicable Closing Date, in each case, except 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 Sunoco under this Article III without giving effect to the Annual Environmental Deductible. The Losses covered by this Section 3.1(b) are hereinafter referred to as ‘Non-Covered Environmental LossesIII.”

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 Tesoro Entities set forth on Schedule VII attached to this Agreement with respect to that Contribution Agreement (the “Tesoro Indemnifying Parties”), severally and not jointly, shall indemnify, defend and hold harmless the Partnership Group from and against any 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: (i) any violation or correction of violation of Environmental Laws; (ii) any event, condition or environmental matter associated with or arising from the 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 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 of any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; (iii) any event, 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, event, condition or environmental matter (x) occurred before the Closing Date for that Contribution Agreement under then-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) The Partnership Group shall indemnify, defend and hold harmless the Tesoro Entities from and against any Losses suffered or incurred by the Tesoro 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 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, 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 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 3.1(b) are hereinafter referred to as ‘Non-Covered Environmental Losses.”or

Environmental Indemnification. (a) Subject to Section 3.2 and Section 3.7 and with respect to Assets conveyed3.2, contributed or otherwise transferred pursuant to a Contribution Agreement, each of the Tesoro Xxxxx Entities set forth on Schedule VII attached to this Agreement with respect to that Contribution Agreement (the “Tesoro Indemnifying Parties”), severally and not jointly, shall indemnify, defend and hold harmless the Partnership Group 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 (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 Partnership Group, directly Entities or indirectly, or as a result of any claim by a third party, by reason of or party to the extent arising out of: (i) any violation or correction of violation of Environmental Laws;Laws associated with the ownership or operation of the Assets, or (ii) any event, event or condition or environmental matter associated with or arising from the 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 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 of any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; (iii) any event, 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, event, condition or environmental 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) The Partnership Group shall indemnify, defend and hold harmless the Tesoro Entities from and against any Losses suffered or incurred by the Tesoro 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 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 Toxic Tort pre-trial, trial, or appellate legal or litigation support work; and regardless of whether but only to the extent that such violation complained of under Section 3.1(b)(i3.1(a)(i) or such event, condition events or environmental matter conditions included under Section 3.1(b)(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) 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 applicable 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 each casethe 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 the 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 and every kind or character, known or unknown, fixed or contingent, suffered or incurred by the Xxxxx Entities or any third party to the extent arising out of: (i) any violation or correction of violation of Environmental Laws associated with 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, or (ii) any event or condition associated with 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 that 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 foregoing are not Covered preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Losses Laws, and (C) the cost and expense for which 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 3.1(d)(i) or such events or conditions included under Section 3.1(d)(ii) occurred after the Closing Date; provided, however, that nothing stated above shall make the Partnership Group is entitled to indemnification from Entities responsible for any post-Closing Date negligent actions or omissions or willful misconduct by the Tesoro Indemnifying Parties under Xxxxx Entities. (e) Notwithstanding anything in this Article III without giving effect Agreement to the Annual Environmental Deductible. The Losses covered by this contrary, as used in Section 3.1(b3.1(a) are hereinafter referred to as ‘Non-Covered Environmental Lossesthe 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 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 Tesoro Entities set forth on Schedule VII attached to this Agreement with respect to that Contribution Agreement (the “Tesoro Indemnifying Parties”3.01(b), severally and not jointly, Landmark shall indemnify, defend and hold harmless the each Partnership Group Member from and against any Losses suffered or incurred by the such Partnership GroupGroup Member, 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 LawsLaws associated with or arising from the ownership or operation of the Assets prior to the Effective Date; (ii) any event, condition or environmental matter associated with or arising from the 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 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 of any environmental or toxic tort pre-trial, trial, trial or appellate legal or litigation support work; (iii) any environmental event, 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 before, on or after the applicable Closing Effective Date; provided, however, that with . (b) With respect to any discrete violation under Section 3.1(a)(i3.01(a)(i) or any discrete environmental event, condition or environmental matter included under Section 3.1(a)(ii) that is associated with the ownership or operation of the Assets conveyed3.01(a)(ii), contributed or otherwise transferred pursuant to a particular Contribution Agreement, the Tesoro Indemnifying Parties Landmark will be obligated to indemnify the each Partnership Group Member only if and to the extent that such violation, event, condition or environmental matter either (x) occurred before the Closing Date for that Contribution Agreement under then-applicable Environmental Laws and (y)(iA) such violation, event, condition or environmental matter is set forth on Schedule II to this Agreement I attached hereto or (iiB) Tesoro Landmark is notified in writing of such violation, event, condition or environmental matter prior to the applicable Identification Deadline 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 3.1(a)(i3.01(a)(i) through (ivand 3.01(a)(ii) collectively, with respect to that Contribution Agreement being “Covered any claims based on additions to or modifications of Environmental Losses”)Laws enacted or promulgated on or after the Effective Date. (bc) The Partnership Group shall indemnify, defend and hold harmless each of the Tesoro Landmark Entities from and against any Losses suffered or incurred by the Tesoro Landmark 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 AssetsAssets occurring on or after the Effective Date; and (ii) any event, condition or environmental 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; and regardless of whether such violation under Section 3.1(b)(i) or such event, 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 that any of the foregoing are matters under Section 3.01(c)(i) or Section 3.01(c)(ii) do not constitute Covered Environmental Losses for which the Partnership Group is entitled to indemnification from the Tesoro Indemnifying Parties Landmark under this Article III III, without giving effect to the Annual Environmental Deductible. The Losses covered by this Section 3.1(b) are 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 Tesoro Andeavor Entities set forth on Schedule VII attached to this Agreement with respect to that Contribution Agreement (the “Tesoro Andeavor Indemnifying Parties”), severally and not jointly, shall indemnify, defend and hold harmless the Partnership Group from and against any 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: (i) any violation or correction of violation of Environmental Laws; (ii) any event, condition or environmental matter associated with or arising from the 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 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 of any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; (iii) any event, condition or environmental matter or legal action pending as of the applicable Closing Date against the Tesoro 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 Tesoro Andeavor Indemnifying Parties will be obligated to indemnify the Partnership Group only to the extent that such violation, event, condition or environmental 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 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) The Partnership Group shall indemnify, defend and hold harmless the Tesoro Andeavor Entities from and against any Losses suffered or incurred by the Tesoro Andeavor 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 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, 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 that any of the foregoing are not Covered Environmental Losses for which the Partnership Group is entitled to indemnification from the Tesoro Andeavor Indemnifying Parties under this Article III without giving effect to the Annual Environmental Deductible. The Losses covered by this Section 3.1(b) are 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 conveyed3.2, contributed or otherwise transferred pursuant to a Contribution Agreement, each of the Tesoro Entities set forth on Schedule VII attached to this Agreement with respect to that Contribution Agreement (the “Tesoro Indemnifying Parties”), severally and not jointly, Xxxxx shall indemnify, defend and hold harmless the Partnership 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 (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 Partnership Group, directly Group or indirectly, or as a result of any claim by a third party, party by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws;Laws associated with the ownership or operation of the Assets, or (ii) any event, event or condition or environmental matter associated with or arising from the 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 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 of 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 3.1(a)(i) or such events or conditions included under Section 3.1(a)(ii) occurred before the Closing Date (collectively, “Covered Environmental Losses”); or (iii) the operation or ownership of any eventassets not transferred under this Agreement, condition 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 environmental matter or legal action pending as the tanks that are part of the applicable 2008 Crude Pipelines, Tanks and Related Assets (the “Transferred Tanks”). (b) 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 against and ends five (5) years thereafter (the Tesoro Entities“Initial Tank Inspection Period”), 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 reimburse the Partnership Group for the actual costs associated with or arising from the Retained Assets, whether occurring before or 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 applicable Closing DateDate 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 any violation under Section 3.1(a)(ithe 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) or any event, condition or environmental matter included under Section 3.1(a)(ii) that is associated with the ownership or operation upon expiration of the Assets conveyedInitial Tank Inspection Period, contributed or otherwise transferred all of the obligations of the Xxxxx Entities pursuant to a particular Contribution Agreementthis Section 3.1(c) shall terminate, except that the Tesoro Indemnifying Parties will Initial Tank Inspection Period shall be obligated to indemnify the Partnership Group extended if, and only to the extent that such violation(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, event, condition or environmental matter (x) occurred before the Closing Date for that Contribution Agreement under then-applicable Environmental Laws and (y)(iB) the Xxxxx Entities received notice from the Partnership Group regarding 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 delay at the applicable Identification Deadline (Sections 3.1(a)(i) through (iv) collectively, with respect to that Contribution Agreement being “Covered Environmental Losses”)time it occurred. (bd) The Partnership Group shall indemnify, defend and hold harmless the Tesoro 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 Tesoro Entities, directly Xxxxx Entities or indirectly, or as a result of any claim by a third party, 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, or (ii) any event, event or condition or 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 Toxic Tort pre-trial, trial, or appellate legal or litigation support work; and regardless of whether such violation complained of under Section 3.1(b)(i3.1(d)(i) or such event, condition events or environmental matter conditions included under Section 3.1(b)(ii3.1(d)(ii) occurred before or after the applicable Closing Date, in each case, except 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 Xxxxx under this Article III without giving effect 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 Annual Environmental Deductible. The Losses covered by this contrary, as used in Section 3.1(b3.1(a) are hereinafter referred to as ‘Non-Covered Environmental Lossesthe definition of Assets shall not include the 16” Lovington/Artesia Intermediate Pipeline.”

Environmental Indemnification. (a) Subject to Section 3.2 and Section 3.7 and with respect to Assets conveyed3.2, contributed or otherwise transferred pursuant to a Contribution Agreement, each of the Tesoro Xxxxx Entities set forth on Schedule VII attached to this Agreement with respect to that Contribution Agreement (the “Tesoro Indemnifying Parties”), severally and not jointly, shall indemnify, defend and hold harmless the Partnership Group 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 (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 Partnership Group, directly Entities or indirectly, or as a result of any claim by a third party, by reason of or party to the extent arising out of: (i) any violation or correction of violation of Environmental Laws;Laws associated with the ownership or operation of the Assets, or (ii) any event, event or condition or environmental matter associated with or arising from the 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 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 of any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; (iii) any event, 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, event, condition or environmental 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) The Partnership Group shall indemnify, defend and hold harmless the Tesoro Entities from and against any Losses suffered or incurred by the Tesoro 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 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 Toxic Tort pre-trial, trial, or appellate legal or litigation support work; but only to the extent that such violation complained of under Section 3.1(a)(i) or such events or conditions included under Section 3.1(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) 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 the 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 and every kind or character, known or unknown, fixed or contingent, suffered or incurred by the Xxxxx Entities or any third party to the extent arising out of: (i) any violation or correction of violation of Environmental Laws associated with 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, or (ii) any event or condition associated with 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; and regardless of whether only to the extent such violation complained of under Section 3.1(b)(i3.1(d)(i) or such event, condition events or environmental matter conditions included under Section 3.1(b)(ii3.1(d)(ii) occurred before or after the applicable 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 each case, this Agreement to the extent that any contrary, as used in Section 3.1(a) the definition of Assets shall not include 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 3.1(b) are hereinafter referred to as ‘Non-Covered Environmental Losses16” Lovington/Artesia Intermediate Pipeline.”

Environmental Indemnification. (a) Subject to Section 3.2 and Section 3.7 and with respect to Assets conveyed3.2, contributed or otherwise transferred pursuant to a Contribution Agreement, each of the Tesoro Xxxxx Entities set forth on Schedule VII attached to this Agreement with respect to that Contribution Agreement (the “Tesoro Indemnifying Parties”), severally and not jointly, shall indemnify, defend and hold harmless the Partnership Group 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 (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 Partnership Group, directly Entities or indirectly, or as a result of any claim by a third party, by reason of or party to the extent arising out of: (i) any violation or correction of violation of Environmental Laws;Laws associated with the ownership or operation of the Assets, or (ii) any event, event or condition or environmental matter associated with or arising from the 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 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 of any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; (iii) any event, 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, event, condition or environmental 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) The Partnership Group shall indemnify, defend and hold harmless the Tesoro Entities from and against any Losses suffered or incurred by the Tesoro 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 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 Toxic Tort pre-trial, trial, or appellate legal or litigation support work; and regardless of whether but only to the extent that such violation complained of under Section 3.1(b)(i3.1(a)(i) or such event, condition events or environmental matter conditions included under Section 3.1(b)(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) 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 applicable 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 each casethe 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 the 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 and every kind or character, known or unknown, fixed or contingent, suffered or incurred by the Xxxxx Entities or any third party to the extent arising out of: (i) any violation or correction of violation of Environmental Laws associated with 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, or (ii) any event or condition associated with 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 that 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 foregoing are not Covered preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Losses Laws, and (C) the cost and expense for which 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 3.1(d)(i) or such events or conditions included under Section 3.1(d)(ii) occurred after the Closing Date; provided, however, that nothing stated above shall make the Partnership Group is entitled 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 indemnification 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 Tesoro Indemnifying Parties under this Article III without giving effect White City Station that was formerly used as a refined products pipeline and that was conveyed to the Annual Environmental Deductible. The Losses covered by this Section 3.1(b) are hereinafter referred to Partnership Entities as ‘Non-Covered Environmental Lossespart of the 2004 Product Pipelines, Terminal and Related Assets).”

Environmental Indemnification. (a) Subject to Section 3.2 and Section 3.7 and with respect to Assets conveyed3.2, contributed or otherwise transferred pursuant to a Contribution Agreement, each of the Tesoro Xxxxx Entities set forth on Schedule VII attached to this Agreement with respect to that Contribution Agreement (the “Tesoro Indemnifying Parties”), severally and not jointly, shall indemnify, defend and hold harmless the Partnership Group 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 (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 Partnership Group, directly Entities or indirectly, or as a result of any claim by a third party, by reason of or party to the extent arising out of: (i) any violation or correction of violation of Environmental Laws;Laws associated with the ownership or operation of the Assets, or (ii) any event, event or condition or environmental matter associated with or arising from the 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 disposal or release of Hazardous Substances generated by operation of the 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 of 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 3.1(a)(i) or such events or conditions included under Section 3.1(a)(ii) occurred before the Closing Date (collectively, “Covered Environmental Losses”); or (iii) the operation or ownership by Xxxxx and its Affiliates of any event, condition or environmental matter or legal action pending as assets not constituting part of the applicable 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) 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 against and ends five (5) years thereafter (the Tesoro Entities“Initial Tank Inspection Period”), 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 reimburse the Partnership Entities for the actual costs associated with or arising from the Retained Assets, whether occurring before or 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 applicable Closing DateDate 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 any violation under Section 3.1(a)(ithe 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) or any event, condition or environmental matter included under Section 3.1(a)(ii) that is associated with the ownership or operation upon expiration of the Assets conveyedInitial Tank Inspection Period, contributed or otherwise transferred all of the obligations of the Xxxxx Entities pursuant to a particular Contribution Agreementthis Section 3.1(c) shall terminate, except that the Tesoro Indemnifying Parties will Initial Tank Inspection Period shall be obligated to indemnify the Partnership Group extended if, and only to the extent that such violation(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, event, condition or environmental matter (x) occurred before the Closing Date for that Contribution Agreement under then-applicable Environmental Laws and (y)(ii) the Xxxxx Entities received notice from the Partnership Entities regarding 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 delay at the applicable Identification Deadline (Sections 3.1(a)(i) through (iv) collectively, with respect to that Contribution Agreement being “Covered Environmental Losses”)time it occurred. (bd) The Partnership Group Entities shall indemnify, defend and hold harmless the Tesoro 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 Tesoro Entities, directly Xxxxx Entities or indirectly, or as a result of any claim by a third party, by reason of or party to the extent 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; andAssets 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, event or condition or environmental matter associated with or arising from the ownership or 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; and regardless of whether but only to the extent such violation complained of under Section 3.1(b)(i3.1(d)(i) or such event, condition events or environmental matter conditions included under Section 3.1(b)(ii3.1(d)(ii) occurred before or after the applicable 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 each case, this Agreement to the extent that any contrary, as used in Section 3.1(a) the definition of Assets shall not include the foregoing are not Covered Environmental Losses for which 16” Lovington/Artesia Intermediate Pipeline, the Partnership Group is entitled to indemnification from Xxxxxx Pipeline, the Tesoro Indemnifying Parties under this Article III without giving effect to Roadrunner Pipeline, the Annual Environmental Deductible. The Losses covered by this Section 3.1(b) are hereinafter referred to as ‘Non-Covered Environmental LossesTulsa Interconnecting Pipelines or the UNEV Pipeline.”

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 Tesoro Entities set forth on Schedule VII attached to this Agreement with respect to that Contribution Agreement (the “Tesoro Indemnifying Parties”3.01(b), severally Company and not jointly, Pipeline shall indemnify, defend and hold harmless the Partnership Group from and against any 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:of the following (collectively, “Covered Environmental Losses”): (i) any violation or correction of a violation of Environmental LawsLaws associated with or arising from the ownership or operation of the Assets; (ii) any event, condition or environmental matter associated with or arising from the 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 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 of any environmental or toxic tort pre-trial, trial, trial or appellate legal or litigation support work; (iii) any environmental event, 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 Effective Date; provided, however, that with . (b) With respect to any discrete violation under Section 3.1(a)(i3.01(a)(i) or any discrete environmental event, condition or environmental matter included under Section 3.1(a)(ii) that is associated with the ownership or operation of the Assets conveyed3.01(a)(ii), contributed or otherwise transferred pursuant to a particular Contribution Agreement, the Tesoro Indemnifying Parties Company and Pipeline will be obligated to indemnify the Partnership Group only if and to the extent that that: (i) such violation, event, condition or environmental matter (x) occurred before the Closing Effective Date for that Contribution Agreement under then-applicable Environmental Laws and Laws; and (y)(iii) either (A) such violation, event, condition or environmental matter is set forth on Schedule II to this Agreement I attached hereto or (iiB) Tesoro Company is notified in writing of such violation, event, condition or environmental matter prior to the applicable Identification Deadline (Sections 3.1(a)(ififth anniversary of the Effective Date. For the avoidance of doubt, nothing in this Section 3.01(b) through (iv) collectively, with respect shall apply to that Contribution Agreement being “Covered Environmental Losses”Company’s and Pipeline’s indemnification obligations under Section 3.01(a)(iii). (bc) The Partnership Group shall indemnify, defend and hold harmless each of the Tesoro Xxxxxxxx 66 Entities from and against any Losses suffered or incurred by the Tesoro Xxxxxxxx 66 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 environmental 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 3.1(b)(i3.01(c)(i) or such event, condition or environmental matter included under Section 3.1(b)(ii3.01(c)(ii) occurred before or after the applicable Closing Effective Date, in each case, to the extent that any of the foregoing are do not constitute Covered Environmental Losses for which the Partnership Group is entitled to indemnification from the Tesoro Indemnifying Parties Company and Pipeline under this Article III without giving effect to the Annual Environmental Deductible. The Losses covered by this Section 3.1(b) are hereinafter referred to as ‘Non-Covered Environmental LossesIII.”

Environmental Indemnification. (a) Subject to Section 3.2 and Section 3.7 and with respect to Assets conveyed3.2, contributed or otherwise transferred pursuant to a Contribution Agreement, each of the Tesoro Xxxxx Entities set forth on Schedule VII attached to this Agreement with respect to that Contribution Agreement (the “Tesoro Indemnifying Parties”), severally and not jointly, shall indemnify, defend and hold harmless the Partnership Group 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 (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 Partnership Group, directly Entities or indirectly, or as a result of any claim by a third party, by reason of or party to the extent arising out of: (i) any violation or correction of violation of Environmental Laws;Laws associated with the ownership or operation of the Assets, or (ii) any event, event or condition or environmental matter associated with or arising from the 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 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 of any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; (iii) any event, 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, event, condition or environmental 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) The Partnership Group shall indemnify, defend and hold harmless the Tesoro Entities from and against any Losses suffered or incurred by the Tesoro 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 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 Toxic Tort pre-trial, trial, or appellate legal or litigation support work; and regardless of whether but only to the extent that such violation complained of under Section 3.1(b)(i3.1(a)(i) or such event, condition events or environmental matter conditions included under Section 3.1(b)(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) 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 applicable 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 each casethe 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 the 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 and every kind or character, known or unknown, fixed or contingent, suffered or incurred by the Xxxxx Entities or any third party to the extent arising out of: (i) any violation or correction of violation of Environmental Laws associated with 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, or (ii) any event or condition associated with 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 that 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 foregoing are not Covered preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under 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 3.1(b) are hereinafter referred to as ‘Non-Covered Environmental Losses.”Laws, and

Environmental Indemnification. (a) Subject to the limitations contained in this 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 Tesoro Entities set forth on Schedule VII attached to this Agreement with respect to that Contribution Agreement (the “Tesoro Indemnifying Parties”3.1(a), severally and not jointly, MRMC shall indemnify, defend and hold harmless each of the Partnership Group Entities from and against any environmental and toxic tort Losses suffered or incurred by any of the Partnership Group, directly or indirectly, or as a result of any claim by a third party, Entities by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws;Laws associated with the Assets or the Retained Assets, or (ii) any event, event or condition or 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 of for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; (iii) any event, 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 but only to the extent that such violation, event, condition violation complained of under Section 3.1(a)(i) or environmental matter (xsuch events or conditions included under Section 3.1(a)(ii) occurred before the Closing Date for and only to the extent 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 a written notice of such violation, event, event or condition or environmental matter prior is given to MRMC by the applicable Identification Deadline Partnership within five years following the Closing Date (Sections 3.1(a)(i) through (iv) collectively, with respect to that Contribution Agreement being “"Covered Environmental Losses”"). In no event shall the aggregate liability of MRMC pursuant to this Section 3.1(a) exceed $7,500,000. (b) The Partnership Group MRMC shall indemnify, defend and hold harmless any of the Tesoro Partnership Entities from and against any Losses suffered or incurred by any of the Tesoro Partnership Entities to the extent that 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 MRMC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, MRMC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, directly any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse 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 MRMC from and against Losses suffered or indirectly, or as a result incurred by any of any claim by a third party, the MRMC 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; and, or (ii) any event, event or condition or 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 complained of under Section 3.1(b)(i3.1(c)(i) or such event, condition events or environmental matter conditions included under Section 3.1(b)(ii3.1(c)(ii) occurred before or after the applicable Closing Date, in each case, except to the extent that any of the foregoing are not Covered Environmental Losses or Pass-Through Environmental Losses for which the Partnership Group is Entities are entitled to indemnification from the Tesoro Indemnifying Parties MRMC under this Article III without giving effect to the Annual Environmental Deductible. The Losses covered by this Section 3.1(b) are hereinafter referred to as ‘Non-Covered Environmental LossesIII.”

Environmental Indemnification. (a) Subject to Section 3.2 and Section 3.7 and with respect to Assets conveyed3.2, contributed or otherwise transferred pursuant to a Contribution Agreement, each of the Tesoro Entities set forth on Schedule VII attached to this Agreement with respect to that Contribution Agreement (the “Tesoro Indemnifying Parties”), severally and not jointly, Hxxxx shall indemnify, defend and hold harmless the Partnership 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 (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 Partnership Group, directly Group or indirectly, or as a result of any claim by a third party, party by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws;Laws associated with the ownership or operation of the Assets, or (ii) any event, event or condition or environmental matter associated with or arising from the 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 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 of 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 3.1(a)(i) or such events or conditions included under Section 3.1(a)(ii) occurred before the Closing Date (collectively, “Covered Environmental Losses”); or (iii) the operation or ownership of any eventassets not transferred under this Agreement, condition 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 environmental matter or legal action pending as the tanks that are part of the applicable Drop-Down Assets (the “Transferred Tanks”). (b) 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 against and ends five (5) years thereafter (the Tesoro Entities“Initial Tank Inspection Period”), 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 reimburse the Partnership Group for the actual costs associated with or arising from the Retained Assets, whether occurring before or 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 applicable Closing DateDate 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 any violation under Section 3.1(a)(ithe 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) or any event, condition or environmental matter included under Section 3.1(a)(ii) that is associated with the ownership or operation upon expiration of the Assets conveyedInitial Tank Inspection Period, contributed or otherwise transferred all of the obligations of the Hxxxx Entities pursuant to a particular Contribution Agreementthis Section 3.1(c) shall terminate, except that the Tesoro Indemnifying Parties will Initial Tank Inspection Period shall be obligated to indemnify the Partnership Group extended if, and only to the extent that such violation(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, event, condition or environmental matter (x) occurred before the Closing Date for that Contribution Agreement under then-applicable Environmental Laws and (y)(ib) the Hxxxx Entities received notice from the Partnership Group regarding 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 delay at the applicable Identification Deadline (Sections 3.1(a)(i) through (iv) collectively, with respect to that Contribution Agreement being “Covered Environmental Losses”)time it occurred. (bd) The Partnership Group shall indemnify, defend and hold harmless the Tesoro 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 the Tesoro Entities, directly Hxxxx or indirectly, or as a result of any claim by a third party, 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, or (ii) any event, event or condition or 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 Toxic Tort pre-trial, trial, or appellate legal or litigation support work; and regardless of whether such violation complained of under Section 3.1(b)(i3.1(d)(i) or such event, condition events or environmental matter conditions included under Section 3.1(b)(ii3.1(d)(ii) occurred before or after the applicable Closing Date, in each case, except 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 Hxxxx under this Article III without giving effect to III; provided, however, that nothing stated above shall make the Annual Environmental Deductible. The Losses covered Partnership Group responsible for any post-Closing Date actions or omissions by this Section 3.1(b) are hereinafter referred to as ‘Non-Covered Environmental Lossesthe Hxxxx Entities.”

Environmental Indemnification. (a) Subject to Section 3.2 and Section 3.7 and with respect to Assets conveyed3.2, contributed or otherwise transferred pursuant to a Contribution Agreement, each of the Tesoro Xxxxx Entities set forth on Schedule VII attached to this Agreement with respect to that Contribution Agreement (the “Tesoro Indemnifying Parties”), severally and not jointly, shall indemnify, defend and hold harmless the Partnership Group 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 (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 Partnership Group, directly Entities or indirectly, or as a result of any claim by a third party, by reason of or party to the extent arising out of: (i) any violation or correction of violation of Environmental Laws;Laws associated with the ownership or operation of the Assets, or (ii) any event, event or condition or environmental matter associated with or arising from the 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 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 of any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; (iii) any event, 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, event, condition or environmental 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) The Partnership Group shall indemnify, defend and hold harmless the Tesoro Entities from and against any Losses suffered or incurred by the Tesoro 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 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 Toxic Tort pre-trial, trial, or appellate legal or litigation support work; and regardless of whether but only to the extent that such violation complained of under Section 3.1(b)(i3.1(a)(i) or such event, condition events or environmental matter conditions included under Section 3.1(b)(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) 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 applicable 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 each casethe 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 the 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 and every kind or character, known or unknown, fixed or contingent, suffered or incurred by the Xxxxx Entities or any third party to the extent arising out of: (i) any violation or correction of violation of Environmental Laws associated with 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, or (ii) any event or condition associated with 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 that 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 foregoing are not Covered preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Losses Laws, and (C) the cost and expense for which 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 3.1(d)(i) or such events or conditions included under Section 3.1(d)(ii) occurred after the Closing Date; provided, however, that nothing stated above shall make the Partnership Group is entitled 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 indemnification 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 Tesoro Indemnifying Parties under this Article III without giving effect White City Station that was formerly used as a refined products pipeline and that was conveyed to the Annual Environmental Deductible. The Losses covered by this Section 3.1(b) are hereinafter referred to Partnership Entities as ‘Non-Covered Environmental Lossespart of the 2004 Product Pipelines, Terminal and Related Assets), or the El Dorado New Tank.”

Environmental Indemnification. (a) Subject to Section 3.2 3.01(b) and Section 3.7 and with respect to Assets conveyed, contributed or otherwise transferred pursuant to a Contribution Agreement, each of the Tesoro Entities set forth on Schedule VII attached to this Agreement with respect to that Contribution Agreement (the “Tesoro Indemnifying Parties”3.08(a), severally and not jointly, Takota LP shall indemnify, defend and hold harmless the Partnership Public Company Group from and against any Losses suffered or incurred by the Partnership Public Company 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 LawsLaws associated with or arising from the ownership or operation of the Assets; (ii) any event, condition or environmental matter associated with or arising from the ownership or operation of the Assets (including, without limitation, 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 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, trial or appellate legal or litigation support work; (iii) any environmental event, 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 before, on or after the applicable Closing Effective Date; provided, however, that with . (b) With respect to any discrete violation under Section 3.1(a)(i3.01(a)(i) or any discrete environmental event, condition or environmental matter included under Section 3.1(a)(ii) that is associated with the ownership or operation of the Assets conveyed3.01(a)(ii), contributed or otherwise transferred pursuant to a particular Contribution Agreement, the Tesoro Indemnifying Parties Takota LP will be obligated to indemnify the Partnership Public Company Group only if and to the extent that that: (i) such violation, event, condition or environmental matter (x) occurred before the Closing Effective Date for that Contribution Agreement under then-applicable Environmental Laws and Laws; and (y)(iii) either (A) such violation, event, condition or environmental matter is set forth on Schedule II to this Agreement I attached hereto or (iiB) Tesoro Takota LP is notified in writing of such violation, event, condition or environmental matter prior to the applicable Identification Deadline (Sections 3.1(a)(ififth anniversary of the Effective Date. For the avoidance of doubt, nothing in this Section 3.01(b) through (iv) collectively, with respect shall apply to that Contribution Agreement being “Covered Environmental Losses”Takota LP’s indemnification obligations under Section 3.01(a)(iii). (bc) The Partnership Group shall indemnify, defend and hold harmless each of the Tesoro Hess Entities and the Non-Public Company Group Members from and against any Losses suffered or incurred by the Tesoro EntitiesHess 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 Assets (other than the Joint Interest Assets); and (ii) any event, condition or environmental matter associated with or arising from the ownership or operation of the Assets (including, but not limited to, 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 3.1(b)(i3.01(c)(i) or such event, condition or environmental matter included under Section 3.1(b)(ii3.01(c)(ii) occurred before or after the applicable Closing Effective Date, in each case, to the extent that any of the foregoing are do not constitute Covered Environmental Losses for which the Partnership Public Company Group is entitled to indemnification from the Tesoro Indemnifying Parties Takota LP under this Article III without giving effect 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 under Section 3.01(d)(i) or such event, condition or environmental matter included under Section 3.01(d)(ii) occurred before or after the Effective Date, in each case, to the Annual extent that any of the foregoing do not constitute Covered Environmental Deductible. The Losses covered by for which the Public Company Group is entitled to indemnification from Takota LP under this Section 3.1(bArticle III. (e) are hereinafter referred to as ‘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 LossesLosses for which the Public Company Group is entitled to indemnification from Takota LP under this Article III.”

Environmental Indemnification. (a) Subject to Section 3.2 and Section 3.7 and with respect to Assets conveyed3.2, contributed or otherwise transferred pursuant to a Contribution Agreement, each of the Tesoro Xxxxx Entities set forth on Schedule VII attached to this Agreement with respect to that Contribution Agreement (the “Tesoro Indemnifying Parties”), severally and not jointly, shall indemnify, defend and hold harmless the Partnership Group 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 (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 Losses and every kind or character, known or unknown, fixed or contingent, suffered or incurred by the Partnership Group, directly Entities or indirectly, or as a result of any claim by a third party, by reason of or party to the extent arising out of: (i) any violation or correction of violation of Environmental Laws;Laws associated with the ownership or operation of the Assets, or (ii) any event, event or condition or environmental matter associated with or arising from the 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 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 of any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; (iii) any event, 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, event, condition or environmental 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) The Partnership Group shall indemnify, defend and hold harmless the Tesoro Entities from and against any Losses suffered or incurred by the Tesoro 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 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 Toxic Tort pre-trial, trial, or appellate legal or litigation support work; and regardless of whether but only to the extent that such violation complained of under Section 3.1(b)(i3.1(a)(i) or such event, condition events or environmental matter conditions included under Section 3.1(b)(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) 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 applicable 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 each casethe 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 the 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 and every kind or character, known or unknown, fixed or contingent, suffered or incurred by the Xxxxx Entities or any third party to the extent arising out of: (i) any violation or correction of violation of Environmental Laws associated with 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, or (ii) any event or condition associated with 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 that 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 foregoing are not Covered preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Losses Laws, and (C) the cost and expense for which 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 3.1(d)(i) or such events or conditions included under Section 3.1(d)(ii) occurred after the Closing Date; provided, however, that nothing stated above shall make the Partnership Group is entitled 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 indemnification 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 Tesoro Indemnifying Parties under this Article III without giving effect White City Station that was formerly used as a refined products pipeline and that was conveyed to the Annual Environmental Deductible. The Losses covered by this Section 3.1(b) are hereinafter referred to Partnership Entities as ‘Non-Covered Environmental Lossespart of the 2004 Product Pipelines, Terminal and Related Assets), or the El Dorado New Tank.”

Environmental Indemnification. (a) Subject to Section 3.2 3.01(b) and Section 3.7 and with respect to Assets conveyed, contributed or otherwise transferred pursuant to a Contribution Agreement, each of the Tesoro Entities set forth on Schedule VII attached to this Agreement with respect to that Contribution Agreement (the “Tesoro Indemnifying Parties”3.09(a), severally and not jointly, HIP LP shall indemnify, defend and hold harmless the Partnership Public Company Group from and against any Losses suffered or incurred by the Partnership Public Company 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 LawsLaws associated with or arising from the ownership or operation of the Assets; (ii) any event, condition or environmental matter associated with or arising from the ownership or operation of the Assets (including, without limitation, 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 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, trial or appellate legal or litigation support work; (iii) any environmental event, 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 before, on or after the applicable Closing Effective Date; provided, however, that with . (b) With respect to any discrete violation under Section 3.1(a)(i3.01(a)(i) or any discrete environmental event, condition or environmental matter included under Section 3.1(a)(ii) that is associated with the ownership or operation of the Assets conveyed3.01(a)(ii), contributed or otherwise transferred pursuant to a particular Contribution Agreement, the Tesoro Indemnifying Parties HIP LP will be obligated to indemnify the Partnership Public Company Group only if and to the extent that that: (i) such violation, event, condition or environmental matter (x) occurred before the Closing Effective Date for that Contribution Agreement under then-applicable Environmental Laws and Laws; and (y)(iii) either (A) such violation, event, condition or environmental matter is set forth on Schedule II to this Agreement I attached hereto or (iiB) Tesoro HIP LP is notified in writing of such violation, event, condition or environmental matter prior to the applicable Identification Deadline (Sections 3.1(a)(ififth anniversary of the Effective Date. For the avoidance of doubt, nothing in this Section 3.01(b) through (iv) collectively, with respect shall apply to that Contribution Agreement being “Covered Environmental Losses”HIP LP’s indemnification obligations under Section 3.01(a)(iii). (bc) The Partnership Group shall indemnify, defend and hold harmless each of the Tesoro Hess Entities and the Non-Public Company Group Members from and against any Losses suffered or incurred by the Tesoro EntitiesHess 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 Assets (other than the Joint Interest Assets); and (ii) any event, condition or environmental matter associated with or arising from the ownership or operation of the Assets (including, but not limited to, 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 3.1(b)(i3.01(c)(i) or such event, condition or environmental matter included under Section 3.1(b)(ii3.01(c)(ii) occurred before or after the applicable Closing Effective Date, in each case, to the extent that any of the foregoing are do not constitute Covered Environmental Losses for which the Partnership Public Company Group is entitled to indemnification from the Tesoro Indemnifying Parties HIP LP under this Article III without giving effect 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 under Section 3.01(d)(i) or such event, condition or environmental matter included under Section 3.01(d)(ii) occurred before or after the Effective Date, in each case, to the Annual extent that any of the foregoing do not constitute Covered Environmental Deductible. The Losses covered by for which the Public Company Group is entitled to indemnification from HIP LP under this Section 3.1(bArticle III. (e) are hereinafter referred to as ‘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 LossesLosses 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 Section 3.2 and Section 3.7 and with respect to Assets conveyed3.2, contributed or otherwise transferred pursuant to a Contribution Agreement, each of the Tesoro Xxxxx Entities set forth on Schedule VII attached to this Agreement with respect to that Contribution Agreement (the “Tesoro Indemnifying Parties”), severally and not jointly, shall indemnify, defend and hold harmless the Partnership Group 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 (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 Partnership Group, directly Entities or indirectly, or as a result of any claim by a third party, by reason of or party to the extent arising out of: (i) any violation or correction of violation of Environmental Laws;Laws associated with the ownership or operation of the Assets, or (ii) any event, event or condition or environmental matter associated with or arising from the 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 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 of any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; (iii) any event, 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, event, condition or environmental 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) The Partnership Group shall indemnify, defend and hold harmless the Tesoro Entities from and against any Losses suffered or incurred by the Tesoro 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 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 Toxic Tort pre-trial, trial, or appellate legal or litigation support work; but only to the extent that such violation complained of under Section 3.1(a)(i) or such events or conditions included under Section 3.1(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) 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 the 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 and every kind or character, known or unknown, fixed or contingent, suffered or incurred by the Xxxxx Entities or any third party to the extent arising out of: (i) any violation or correction of violation of Environmental Laws associated with 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, or (ii) any event or condition associated with 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; and regardless of whether only to the extent such violation complained of under Section 3.1(b)(i3.1(d)(i) or such event, condition events or environmental matter conditions included under Section 3.1(b)(ii3.1(d)(ii) occurred before or after the applicable 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 each case, this Agreement to the extent that any contrary, as used in Section 3.1(a) the definition of Assets shall not include the foregoing are not Covered Environmental Losses for which 16” Lovington/Artesia Intermediate Pipeline, the Partnership Group is entitled to indemnification from Xxxxxx Pipeline or the Tesoro Indemnifying Parties under this Article III without giving effect to the Annual Environmental Deductible. The Losses covered by this Section 3.1(b) are hereinafter referred to as ‘Non-Covered Environmental LossesRoadrunner Pipeline.”