Common use of Limitations Regarding Indemnification Clause in Contracts

Limitations Regarding Indemnification. (a) Andeavor shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP Group for a Covered Environmental Loss under Section 6.1 or a Covered EHS Loss under Section 6.3(b)(i) until such time as the aggregate amount of all Covered Environmental Losses and Covered EHS Losses in such calendar year exceeds $800,000 (the “Annual Environmental Deductible”), at which time Andeavor shall be obligated to indemnify the AMLP Group for the amount of Covered Environmental Losses under Section 6.1 and Covered EHS Losses under Section 6.3(b)(i) that are in excess of the Annual Environmental Deductible that are incurred by the AMLP Group in such calendar year. Andeavor shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP Group for any individual Loss under Section 6.2 until such time as the aggregate amount of all Losses under Section 6.2 that are in such calendar year exceeds $800,000 (the “Annual ROW Deductible”), at which time Andeavor shall be obligated to indemnify the AMLP Group for all Losses under Section 6.2 in excess of the Annual ROW Deductible that are incurred by the AMLP Group in such calendar year. (b) For the avoidance of doubt, (i) there is no monetary cap on the amount of indemnity coverage provided by Andeavor under this Article VI, and (ii) the AMLP Group will not be entitled to any indemnification hereunder to the extent it has already recovered for the same Loss under any other provision of this Agreement. (c) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANDEAVOR’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED BY ANY AMLP GROUP MEMBER ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, REGARDLESS OF WHETHER ANY SUCH CLAIM ARISES UNDER OR RESULTS FROM CONTRACT, NEGLIGENCE, OR STRICT LIABILITY OF THE AMLP GROUP MEMBER WHOSE LIABILITY IS BEING WAIVED HEREBY; provided that the foregoing limitation is not intended and shall not affect special damages actually awarded to a US-DOCS\91776486.8 third party or assessed by a governmental authority and for which a AMLP Group Member is properly entitled to indemnification pursuant to the express provisions of this Agreement.

Limitations Regarding Indemnification. (a) Andeavor Noble shall not, in any calendar year, not be obligated to indemnify, defend and hold harmless the AMLP any Partnership Group for a Covered Environmental Loss Member under Section 6.1 or a Covered EHS Loss under Section 6.3(b)(i) this Agreement until such time as the total aggregate amount of all Covered Environmental Losses and Covered EHS Losses in such calendar year incurred by the Partnership Group exceeds $800,000 500,000 (the “Annual Environmental Deductible”), in the aggregate for all types of Losses, at which time Andeavor Noble shall be obligated to indemnify the AMLP Partnership Group for the amount of Covered Environmental such Losses under Section 6.1 and Covered EHS Losses under Section 6.3(b)(i) that are in excess of the Annual Environmental Deductible that are incurred by the AMLP Group in such calendar year. Andeavor shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP Group for any individual Loss under Section 6.2 until such time as the aggregate amount of all Losses under Section 6.2 that are in such calendar year exceeds $800,000 (the “Annual ROW Deductible”), at which time Andeavor shall be obligated to indemnify the AMLP Group for all Losses under Section 6.2 in excess of the Annual ROW Deductible that are incurred by the AMLP Group in such calendar year. (b) For the avoidance of doubt, (i) there is no monetary cap on the amount of indemnity coverage provided by Andeavor any Indemnifying Party under this Article VIII, and (ii) the AMLP Partnership’s indemnification obligations under this agreement shall be reduced on a dollar for dollar basis pro rata relative to Noble’s direct or indirect ownership interest in the Partnership Group will not be entitled Member that owns or leases or otherwise controls the Partnership Assets with respect to any which an indemnification hereunder to the extent it has already recovered obligation for the same Loss under any other provision of this AgreementLosses exists. (c) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANDEAVORANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED (INCLUDING ANY DIMINUTION IN VALUE OF ANY PARTY’S RESPECTIVE INVESTMENT IN THE PARTNERSHIP) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY AMLP GROUP MEMBER OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, REGARDLESS OF WHETHER EXCEPT AS A REIMBURSEMENT FOR ANY SUCH CLAIM ARISES UNDER DAMAGES AS ARE PAID TO A GOVERNMENTAL AUTHORITY OR RESULTS FROM CONTRACT, NEGLIGENCE, OR STRICT LIABILITY OF THE AMLP GROUP MEMBER WHOSE LIABILITY IS BEING WAIVED HEREBY; provided that the foregoing limitation is not intended and shall not affect special damages actually awarded to a US-DOCS\91776486.8 third party or assessed by a governmental authority and for which a AMLP Group Member is properly entitled to indemnification pursuant to the express provisions of this AgreementOTHER THIRD PARTY.

Limitations Regarding Indemnification. (a) Andeavor Delek US shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP Partnership Group for a Covered Environmental Loss under Section 6.1 or a Covered EHS Loss under Section 6.3(b)(i3.1(a)(ii) until such time as the aggregate amount of all Covered Environmental Losses and Covered EHS Losses in such calendar year exceeds $800,000 250,000 (the “Annual Environmental Deductible”), at which time Andeavor Delek US shall be obligated to indemnify the AMLP Partnership Group for the amount of Covered Environmental Losses under Section 6.1 and Covered EHS Losses under Section 6.3(b)(i3.1(a)(ii) that are in excess of the Annual Environmental Deductible that are incurred by the AMLP Partnership Group in such calendar year. Andeavor Delek US shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP Partnership Group for any individual Loss under Section 6.2 3.2 until such time as the aggregate amount of all Losses under Section 6.2 3.2 that are in such calendar year exceeds $800,000 250,000 (the “Annual ROW Deductible”), at which time Andeavor Delek US shall be obligated to indemnify the AMLP Partnership Group for all Losses under Section 6.2 3.2 in excess of the Annual ROW Deductible that are incurred by the AMLP Partnership Group in such calendar year. (b) For the avoidance of doubt, (i) there is no monetary cap on the amount of indemnity coverage provided by Andeavor any Indemnifying Party under this Article VI, and (ii) the AMLP Group will not be entitled to any indemnification hereunder to the extent it has already recovered for the same Loss under any other provision of this AgreementIII. (c) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANDEAVORANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED BY ANY AMLP GROUP MEMBER OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT. (d) THE FOREGOING INDEMNITIES ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE SOLE, REGARDLESS OF WHETHER ANY SUCH CLAIM ARISES UNDER CONCURRENT, ACTIVE OR RESULTS FROM CONTRACT, PASSIVE NEGLIGENCE, OR STRICT LIABILITY OR FAULT OF ANY OF THE AMLP GROUP MEMBER WHOSE LIABILITY IS BEING WAIVED HEREBY; provided that the foregoing limitation is not intended and shall not affect special damages actually awarded to a US-DOCS\91776486.8 third party or assessed by a governmental authority and for which a AMLP Group Member is properly entitled to indemnification pursuant to the express provisions of this AgreementINDEMNIFIED PARTIES.

Limitations Regarding Indemnification. (a) Andeavor With respect to Covered Environmental Losses under Section 2.1(a)(i) or 2.1(a)(ii), Valero shall notnot be obligated to indemnify, in defend or hold harmless any calendar yearGroup Member (i) with respect to any individual Losses (or group of related Losses) not exceeding $10,000 (“De Minimis Losses”), and (ii) until such time as the total aggregate amount of Losses incurred by the Partnership Group for such Covered Environmental Losses (excluding De Minimis Losses) exceeds $100,000 during any consecutive 12 month period beginning on the Closing Date or any anniversary thereof (the “Environmental Deductible”), at which time Valero shall be obligated to indemnify the Partnership Group for the excess of such Covered Environmental Losses over the Environmental Deductible. It is agreed that the Environmental Deductible shall not apply to any Covered Environmental Losses incurred by any Group Member attributable to those matters identified on Schedule A. (b) With respect to Covered Right-of-Way Losses, Valero shall not be obligated to indemnify, defend and hold harmless the AMLP any Group for a Covered Environmental Loss under Section 6.1 or a Covered EHS Loss under Section 6.3(b)(i) Member until such time as the aggregate amount of all Covered Environmental Right-of-Way Losses and Covered EHS Losses in such calendar year exceeds $800,000 200,000 (the “Annual Environmental Right-of-Way Deductible”), at which time Andeavor Valero shall be obligated to indemnify the AMLP Partnership Group for the amount excess of such Covered Environmental Right-of-Way Losses over the Right-of-Way Deductible. (c) With respect to Losses covered under Section 6.1 and Covered EHS Losses under Section 6.3(b)(i2.3(a)(i) that are in excess of the Annual Environmental Deductible that are incurred by the AMLP Group in such calendar year. Andeavor or 2.3(a)(vi), Valero shall not, in any calendar year, not be obligated to indemnify, defend and hold harmless the AMLP any Group for any individual Loss under Section 6.2 Member until such time as the aggregate amount of all such Losses under Section 6.2 that are in such calendar year exceeds $800,000 200,000 (the “Annual ROW Other Losses Deductible”), at which time Andeavor Valero shall be obligated to indemnify the AMLP Partnership Group for all Losses under Section 6.2 in the excess of such Losses over the Annual ROW Deductible that are incurred by the AMLP Group in such calendar yearOther Losses Deductible. (bd) For the avoidance of doubt, (i) there is no deductible with respect to the indemnification owed by any Indemnifying Party under any portion of this Article 2 other than that described in Sections 2.5(a), 2.5(b) and 2.5(c) and no monetary cap on the amount of indemnity coverage provided by Andeavor any Indemnifying Party under this Article VI, and (ii) the AMLP Group will not be entitled to any indemnification hereunder to the extent it has already recovered for the same Loss under any other provision of this Agreement2. (ce) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANDEAVORANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED (INCLUDING ANY DIMINUTION IN VALUE OF ANY PARTY’S RESPECTIVE INVESTMENT IN THE PARTNERSHIP) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY AMLP GROUP MEMBER OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, REGARDLESS OF WHETHER EXCEPT AS A REIMBURSEMENT FOR ANY SUCH CLAIM ARISES UNDER DAMAGES AS ARE PAID TO A GOVERNMENTAL ENTITY OR RESULTS FROM CONTRACTOTHER THIRD PARTY. (f) THE FOREGOING INDEMNITIES ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE SOLE, CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, OR STRICT LIABILITY OR FAULT OF ANY OF THE AMLP GROUP MEMBER WHOSE LIABILITY IS BEING WAIVED HEREBY; provided that the foregoing limitation is not intended and shall not affect special damages actually awarded to a US-DOCS\91776486.8 third party or assessed by a governmental authority and for which a AMLP Group Member is properly entitled to indemnification pursuant to the express provisions of this AgreementINDEMNIFIED PARTIES.

Limitations Regarding Indemnification. (a) Andeavor The Delek Entities shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP Partnership Group for a Covered Environmental Loss under Section 6.1 or a Covered EHS Loss under Section 6.3(b)(i3.1(a)(ii) related to any Transaction Agreement until such time as the aggregate amount of all Covered Environmental Losses and Covered EHS Losses related to such Transaction Agreement in such calendar year exceeds $800,000 the applicable annual environmental deductible set forth on Schedule IX (the “Annual Environmental Deductible”), at which time Andeavor the Delek Entities shall be obligated to indemnify the AMLP Partnership Group for the amount of Covered Environmental Losses under Section 6.1 and Covered EHS Losses under Section 6.3(b)(i3.1(a)(ii) related to such Transaction Agreement that are in excess of the applicable Annual Environmental Deductible that are incurred by the AMLP Partnership Group in such calendar year. Andeavor The Delek Entities shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP Partnership Group for any individual Loss under Section 6.2 3.2 related to any Transaction Agreement until such time as the aggregate amount of all Losses under Section 6.2 3.2 related to such Transaction Agreement that are in such calendar year exceeds $800,000 the applicable annual ROW deductible set forth on Schedule IX (the “Annual ROW Deductible”), at which time Andeavor the Delek Entities shall be obligated to indemnify the AMLP Partnership Group for all Losses under Section 6.2 3.2 related to such Transaction Agreement in excess of the applicable Annual ROW Deductible that are incurred by the AMLP Partnership Group in such calendar year. (b) For the avoidance of doubt, (i) there is no monetary cap on the amount of indemnity coverage provided by Andeavor any Indemnifying Party under this Article VI, and (ii) the AMLP Group will not be entitled to any indemnification hereunder to the extent it has already recovered for the same Loss under any other provision of this AgreementIII. (c) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANDEAVORANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED BY ANY AMLP GROUP MEMBER OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT. (d) THE FOREGOING INDEMNITIES ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE SOLE, REGARDLESS OF WHETHER ANY SUCH CLAIM ARISES UNDER CONCURRENT, ACTIVE OR RESULTS FROM CONTRACT, PASSIVE NEGLIGENCE, OR STRICT LIABILITY OR FAULT OF ANY OF THE AMLP GROUP MEMBER WHOSE LIABILITY IS BEING WAIVED HEREBY; provided that the foregoing limitation is not intended and shall not affect special damages actually awarded to a US-DOCS\91776486.8 third party or assessed by a governmental authority and for which a AMLP Group Member is properly entitled to indemnification pursuant to the express provisions of this AgreementINDEMNIFIED PARTIES.

Limitations Regarding Indemnification. (a) Andeavor shall notNo claims may be made against the Sponsor for indemnification pursuant to: (i) Section 3.1(a) unless and until: (1) in the case of IPO Known Remediation Losses, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP Group for a Covered Environmental Loss under Section 6.1 or a Covered EHS Loss under Section 6.3(b)(i) until such time as the aggregate dollar amount of all Covered Environmental such IPO Known Remediation Losses and Covered EHS Losses in such calendar year exceeds $800,000 (the “Annual Environmental Deductible”), at which time Andeavor shall be obligated to indemnify the AMLP Group for the amount of Covered Environmental Losses under Section 6.1 and Covered EHS Losses under Section 6.3(b)(i) that are in excess of the Annual Environmental Deductible that are suffered or incurred by the AMLP Partnership Group exceeds $67 million, and the Sponsor shall have no liability in respect of the first $67 million of IPO Known Remediation Losses; provided, however, that such calendar year. Andeavor figure shall notnot include, or apply to, any Losses arising from, or relating to, the lawsuit listed under the heading “Litigation” in any calendar yearSchedule 3.1A, be obligated to indemnifyand the Partnership Group may seek indemnification from the Sponsor for Losses arising from, defend and hold harmless or relating to, such litigation regardless of amount; and (2) in the AMLP Group for any individual Loss under Section 6.2 until such time as case of Gateway Known Remediation Losses, the aggregate dollar amount of all such Gateway Known Remediation Losses under Section 6.2 that are in such calendar year exceeds $800,000 (the “Annual ROW Deductible”), at which time Andeavor shall be obligated to indemnify the AMLP Group for all Losses under Section 6.2 in excess of the Annual ROW Deductible that are suffered or incurred by the AMLP Partnership Group exceeds $45 million, and the Sponsor shall have no liability in respect of the first $45 million of Gateway Known Remediation Losses; provided, however, that such calendar year.figure shall not include, or apply to, any Losses arising from, or relating to, any lawsuit listed under the heading “Litigation” in Schedule 3.1B, and the Partnership Group may seek indemnification from the Sponsor for Losses arising from, or relating to, such litigation regardless of amount; and (ii) Section 3.1(b) unless and until: (1) in the case of IPO Unknown Remediation Losses, the aggregate dollar amount of such IPO Unknown Remediation Losses suffered or incurred by the Partnership Group exceeds $5 million, and the Sponsor shall have no liability in respect of the first $5 million of IPO Unknown Remediation Losses and (2) in the case of Gateway Unknown Remediation Losses, the aggregate dollar amount of such Gateway Unknown Remediation Losses suffered or incurred by the Partnership Group exceeds $5 million, and the Sponsor shall have no liability in respect of the first $5 million of Gateway Unknown Remediation Losses; and (b) For The aggregate liability of the avoidance Sponsor under Section 3.1(b)(i) in the case of doubtIPO Unknown Remediation Losses, (i) there is no monetary cap on the amount of indemnity coverage provided by Andeavor under this Article VIshall not exceed $50 million, and (iiunder Section 3.1(b)(ii) in the AMLP Group will case of Gateway Unknown Remediation Losses, likewise shall not be entitled to any indemnification hereunder to the extent it has already recovered for the same Loss under any other provision of this Agreementexceed $50 million. (c) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANDEAVOR’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED BY ANY AMLP GROUP MEMBER ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, REGARDLESS OF WHETHER ANY SUCH CLAIM ARISES UNDER OR RESULTS FROM CONTRACT, NEGLIGENCE, OR STRICT LIABILITY OF THE AMLP GROUP MEMBER WHOSE LIABILITY IS BEING WAIVED HEREBY; provided that the foregoing limitation is not intended and shall not affect special damages actually awarded to a US-DOCS\91776486.8 third party or assessed by a governmental authority and for which a AMLP Group Member is properly entitled to indemnification pursuant Notwithstanding anything herein to the express provisions contrary, in no event shall the Sponsor Entities have any indemnification obligations under Section 3.1(a) or Section 3.1(b) for Losses that arise solely as a result of this Agreementadditions to or modifications of Environmental Laws promulgated after: (1) the Closing Date, in the case of Losses relating to Haverhill or Middletown; and (2) the Gateway Closing Date, in the case of Losses relating to Gateway or Gateway Cogeneration.”

Limitations Regarding Indemnification. (a) Andeavor With respect to Covered Environmental Losses under Section 2.1(a)(i) or Section 2.1(a)(ii) that arise out of an event, condition or matter that is first discovered after the Closing Date, Green Plains shall not, in any calendar year, not be obligated to indemnify, defend and hold harmless the AMLP any Group for a Covered Environmental Loss under Section 6.1 or a Covered EHS Loss under Section 6.3(b)(i) Member until such time as the total aggregate amount of all Losses incurred by the Partnership Group for such Covered Environmental Losses and Covered EHS Losses in such calendar year exceeds $800,000 100,000 (the “Annual Environmental Deductible”), at which time Andeavor Green Plains shall be obligated to indemnify the AMLP Partnership Group for the amount of such Covered Environmental Losses under Section 6.1 and Covered EHS Losses under Section 6.3(b)(i) that are in excess of the Annual Environmental Deductible that are incurred by the AMLP Group in such calendar year. Andeavor shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP Group for any individual Loss under Section 6.2 until such time as the aggregate amount of all Losses under Section 6.2 that are in such calendar year exceeds $800,000 (the “Annual ROW Deductible”), at which time Andeavor shall be obligated to indemnify the AMLP Group for all Losses under Section 6.2 in excess of the Annual ROW Deductible that are incurred by the AMLP Group in such calendar year. (b) For the avoidance of doubt, (i) there is no deductible with respect to the indemnification owed by any Indemnifying Party under any portion of this Article II other than that described in Section 2.5(a), and there is no monetary cap on the amount of indemnity coverage provided by Andeavor any Indemnifying Party under this Article VI, and (ii) the AMLP Group will not be entitled to any indemnification hereunder to the extent it has already recovered for the same Loss under any other provision of this AgreementII. (c) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANDEAVORANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED (INCLUDING ANY DIMINUTION IN VALUE OF ANY PARTY’S RESPECTIVE INVESTMENT IN THE PARTNERSHIP) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY AMLP GROUP MEMBER OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, REGARDLESS OF WHETHER EXCEPT AS A REIMBURSEMENT FOR ANY SUCH CLAIM ARISES UNDER DAMAGES AS ARE PAID TO A GOVERNMENTAL AUTHORITY OR RESULTS FROM CONTRACT, NEGLIGENCE, OR STRICT LIABILITY OF THE AMLP GROUP MEMBER WHOSE LIABILITY IS BEING WAIVED HEREBY; provided that the foregoing limitation is not intended and shall not affect special damages actually awarded to a US-DOCS\91776486.8 third party or assessed by a governmental authority and for which a AMLP Group Member is properly entitled to indemnification pursuant to the express provisions of this AgreementOTHER THIRD PARTY.

Limitations Regarding Indemnification. (a) Andeavor shall notNeither Tesoro Refining and Marketing nor Tesoro Alaska shall, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP Partnership Group for a Covered Environmental Loss under Section 6.1 or a Covered EHS Loss under Section 6.3(b)(i3.1(a)(ii) until such time as the aggregate amount of all Covered Environmental Losses and Covered EHS Losses in such calendar year exceeds $800,000 250,000 (the “Annual Environmental Deductible”), at which time Andeavor Tesoro Refining and Marketing and Tesoro Alaska shall be obligated to indemnify the AMLP Partnership Group for the amount of Covered Environmental Losses under Section 6.1 and Covered EHS Losses under Section 6.3(b)(i3.1(a)(ii) that are in excess of the Annual Environmental Deductible that are incurred by the AMLP Partnership Group in such calendar year. Andeavor shall notNeither Tesoro Refining and Marketing nor Tesoro Alaska shall, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP Partnership Group for any individual Loss under Section 6.2 3.2 until such time as the aggregate amount of all Losses under Section 6.2 3.2 that are in such calendar year exceeds $800,000 250,000 (the “Annual ROW Deductible”), at which time Andeavor Tesoro Refining and Marketing and Tesoro Alaska shall be obligated to indemnify the AMLP Partnership Group for all Losses under Section 6.2 3.2 in excess of the Annual ROW Deductible that are incurred by the AMLP Partnership Group in such calendar year. (b) With respect to Sections 3.1, 3.2 and 3.5(a), Tesoro Alaska shall only be required to indemnify the Partnership Group for Covered Environmental Losses under Section 3.1, Losses under Section 3.2 or Losses under Section 3.5(a) incurred in connection with or related to Assets conveyed, contributed or otherwise transferred to the Partnership Group by Tesoro Alaska, and Tesoro Refining and Marketing shall be required to indemnify the Partnership Group for all other Covered Environmental Losses under Section 3.1 or Losses under Section 3.2 and Section 3.5(a). (c) For the avoidance of doubt, (i) there is no monetary cap on the amount of indemnity coverage provided by Andeavor any Indemnifying Party under this Article VI, and (ii) the AMLP Group will not be entitled to any indemnification hereunder to the extent it has already recovered for the same Loss under any other provision of this AgreementIII. (cd) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANDEAVORANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED BY ANY AMLP GROUP MEMBER OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, REGARDLESS OF WHETHER ANY SUCH CLAIM ARISES UNDER OR RESULTS FROM CONTRACT, NEGLIGENCE, OR STRICT LIABILITY OF THE AMLP GROUP MEMBER WHOSE LIABILITY IS BEING WAIVED HEREBY; provided that the foregoing limitation is not intended and shall not affect special damages actually awarded to a US-DOCS\91776486.8 third party or assessed by a governmental authority and for which a AMLP Group Member is properly entitled to indemnification pursuant to the express provisions of this Agreement.

Limitations Regarding Indemnification. (a) Andeavor With respect to Covered Environmental Losses under Section 2.1(a)(i) or Section 2.1(a)(ii) that arise out of an event, condition or matter that is first discovered after the Closing Date, neither MPL Investment LLC nor MPCLP shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP any Group for a Covered Environmental Loss under Section 6.1 or a Covered EHS Loss under Section 6.3(b)(i) Member until such time as the total aggregate amount of all Losses incurred by the Partnership Group for such Covered Environmental Losses and Covered EHS Losses in such calendar year exceeds $800,000 500,000 (the “Annual Environmental Deductible”), at which time Andeavor MPL Investment LLC and MPCLP shall be obligated to indemnify the AMLP Partnership Group for the amount excess of such Covered Environmental Losses under Section 6.1 and Covered EHS Losses under Section 6.3(b)(i) over the Environmental Deductible. For the avoidance of doubt, it is agreed that are in excess of the Annual Environmental Deductible that are shall not apply to any Covered Environmental Losses incurred by the AMLP any Group in such calendar year. Andeavor shall not, in any calendar year, be obligated Member attributable to indemnify, defend and hold harmless the AMLP Group for any individual Loss under Section 6.2 until such time as the aggregate amount of all Losses under Section 6.2 that are in such calendar year exceeds $800,000 (the “Annual ROW Deductible”), at which time Andeavor shall be obligated to indemnify the AMLP Group for all Losses under Section 6.2 in excess of the Annual ROW Deductible that are incurred by the AMLP Group in such calendar year.those locations identified on Schedule B. (b) For the avoidance of doubt, (i) there is no deductible with respect to the indemnification owed by any Indemnifying Party under any portion of this Article II other than that described in Section 2.6(a) and no monetary cap on the amount of indemnity coverage provided by Andeavor any Indemnifying Party under this Article VI, and (ii) the AMLP Group will not be entitled to any indemnification hereunder to the extent it has already recovered for the same Loss under any other provision of this AgreementII. (c) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANDEAVORANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED (INCLUDING ANY DIMINUTION IN VALUE OF ANY PARTY’S RESPECTIVE INVESTMENT IN HOLDINGS OR THE PARTNERSHIP) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY AMLP GROUP MEMBER OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, REGARDLESS OF WHETHER EXCEPT AS A REIMBURSEMENT FOR ANY SUCH CLAIM ARISES UNDER DAMAGES AS ARE PAID TO A GOVERNMENTAL ENTITY OR RESULTS FROM CONTRACT, NEGLIGENCE, OR STRICT LIABILITY OF THE AMLP GROUP MEMBER WHOSE LIABILITY IS BEING WAIVED HEREBY; provided that the foregoing limitation is not intended and shall not affect special damages actually awarded to a US-DOCS\91776486.8 third party or assessed by a governmental authority and for which a AMLP Group Member is properly entitled to indemnification pursuant to the express provisions of this AgreementOTHER THIRD PARTY.

Limitations Regarding Indemnification. (a) Andeavor EEP shall not, in any calendar year, not be obligated to indemnify, defend and hold harmless the AMLP any Group Member for a Covered Environmental Loss under Section 6.1 or a Covered EHS Loss under Section 6.3(b)(i) 2.1 until such time as the aggregate amount of all Covered Environmental Losses and Covered EHS Losses in such calendar year exceeds $800,000 500,000 (the “Annual Environmental Deductible”), at which time Andeavor EEP shall be obligated to indemnify the AMLP Partnership Group for the amount of Covered Environmental Losses under Section 6.1 and Covered EHS Losses under Section 6.3(b)(i) that are in excess of over the Annual Environmental Deductible that are incurred by the AMLP Group in such calendar yearPartnership Group. Andeavor EEP shall not, in any calendar year, not be obligated to indemnify, defend and hold harmless the AMLP any Group Member for any individual a Covered Non-Environmental Loss under Section 6.2 2.2 until such time as the aggregate amount of all Covered Non-Environmental Losses under Section 6.2 that are in such calendar year exceeds $800,000 500,000 (the “Annual ROW Non-Environmental Deductible”), at which time Andeavor EEP shall be obligated to indemnify the AMLP Partnership Group for the amount of all Covered Non-Environmental Losses under Section 6.2 in excess of over the Annual ROW Non-Environmental Deductible that are incurred by the AMLP Group in such calendar yearPartnership Group. (b) For the avoidance of doubt, (i) there is no monetary cap on the The aggregate amount of indemnity coverage provided by Andeavor under this Article VI, and (ii) Losses for which the AMLP Partnership Group will not shall be entitled to any indemnification hereunder pursuant to the extent it has already recovered for the same Loss under any other provision of this AgreementArticle II shall not exceed $15 million. (c) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANDEAVORANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED (INCLUDING ANY DIMINUTION IN VALUE OF ANY PARTY’S RESPECTIVE INVESTMENT IN THE PARTNERSHIP OR MIDCOAST OPERATING) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY AMLP GROUP MEMBER OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, REGARDLESS OF WHETHER EXCEPT AS A REIMBURSEMENT FOR ANY SUCH CLAIM ARISES UNDER DAMAGES AS ARE PAID TO A GOVERNMENTAL ENTITY OR RESULTS FROM CONTRACT, NEGLIGENCE, OR STRICT LIABILITY OF THE AMLP GROUP MEMBER WHOSE LIABILITY IS BEING WAIVED HEREBY; provided that the foregoing limitation is not intended and shall not affect special damages actually awarded to a US-DOCS\91776486.8 third party or assessed by a governmental authority and for which a AMLP Group Member is properly entitled to indemnification pursuant to the express provisions of this AgreementOTHER THIRD PARTY.

Limitations Regarding Indemnification. (a) Andeavor With respect to Covered Environmental Losses under Section 2.1(a)(i) or Section 2.1(a)(ii) that arise out of an event, condition or matter that is first discovered after the Closing Date, TLLP shall not, in any calendar year, not be obligated to indemnify, defend and hold harmless the AMLP any Group for a Covered Environmental Loss under Section 6.1 or a Covered EHS Loss under Section 6.3(b)(i) Member until such time as the total aggregate amount of all Losses incurred by the Partnership Group for such Covered Environmental Losses and Covered EHS Losses in such calendar year exceeds $800,000 500,000 (the “Annual Environmental Deductible”), at which time Andeavor TLLP shall be obligated to indemnify the AMLP Partnership Group for the amount excess of such Covered Environmental Losses under Section 6.1 and Covered EHS Losses under Section 6.3(b)(i) over the Environmental Deductible. For the avoidance of doubt, it is agreed that are in excess of the Annual Environmental Deductible that are shall not apply to any Covered Environmental Losses incurred by the AMLP any Group in such calendar year. Andeavor shall not, in any calendar year, be obligated Member attributable to indemnify, defend and hold harmless the AMLP Group for any individual Loss under Section 6.2 until such time as the aggregate amount of all Losses under Section 6.2 that are in such calendar year exceeds $800,000 (the “Annual ROW Deductible”), at which time Andeavor shall be obligated to indemnify the AMLP Group for all Losses under Section 6.2 in excess of the Annual ROW Deductible that are incurred by the AMLP Group in such calendar year.those locations identified on Schedule B. (b) For the avoidance of doubt, (i) there is no monetary deductible or cap on with respect to the amount indemnification owed by any Indemnifying Party under any portion of indemnity coverage provided by Andeavor under this Article VI, and (ii) the AMLP Group will not be entitled to any indemnification hereunder to the extent it has already recovered for the same Loss under any II other provision of this Agreementthan that described in Section 2.5(a). (c) For the avoidance of doubt, the obligation of TLLP to indemnify any Group Member, as specified in Section 2.1, Section 2.2 and Section 2.3 shall be limited to the extent of the Losses incurred by the Partnership with respect to its direct or indirect ownership interest in such Group Member. (d) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANDEAVORANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED (INCLUDING ANY DIMINUTION IN VALUE OF ANY PARTY’S RESPECTIVE INVESTMENT IN THE PARTNERSHIP) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY AMLP GROUP MEMBER OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, REGARDLESS OF WHETHER EXCEPT AS A REIMBURSEMENT FOR ANY SUCH CLAIM ARISES UNDER DAMAGES AS ARE PAID TO A GOVERNMENTAL AUTHORITY OR RESULTS FROM CONTRACT, NEGLIGENCE, OR STRICT LIABILITY OF THE AMLP GROUP MEMBER WHOSE LIABILITY IS BEING WAIVED HEREBY; provided that the foregoing limitation is not intended and shall not affect special damages actually awarded to a US-DOCS\91776486.8 third party or assessed by a governmental authority and for which a AMLP Group Member is properly entitled to indemnification pursuant to the express provisions of this AgreementOTHER THIRD PARTY.

Limitations Regarding Indemnification. (a) Andeavor With respect to Covered Environmental Losses under Section 2.1(a)(i) or Section 2.1(a)(ii) that arise out of an event, condition or matter that is first discovered after the Closing Date, neither QEP nor Field Services shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP any Group for a Covered Environmental Loss under Section 6.1 or a Covered EHS Loss under Section 6.3(b)(i) Member until such time as the total aggregate amount of all Losses incurred by the Partnership Group for such Covered Environmental Losses and Covered EHS Losses in such calendar year exceeds $800,000 500,000 (the “Annual Environmental Deductible”), at which time Andeavor QEP and Field Services shall be obligated to indemnify the AMLP Partnership Group for the amount excess of such Covered Environmental Losses under Section 6.1 and Covered EHS Losses under Section 6.3(b)(i) over the Environmental Deductible. For the avoidance of doubt, it is agreed that are in excess of the Annual Environmental Deductible that are shall not apply to any Covered Environmental Losses incurred by the AMLP any Group in such calendar year. Andeavor shall not, in any calendar year, be obligated Member attributable to indemnify, defend and hold harmless the AMLP Group for any individual Loss under Section 6.2 until such time as the aggregate amount of all Losses under Section 6.2 that are in such calendar year exceeds $800,000 (the “Annual ROW Deductible”), at which time Andeavor shall be obligated to indemnify the AMLP Group for all Losses under Section 6.2 in excess of the Annual ROW Deductible that are incurred by the AMLP Group in such calendar year.those locations identified on Schedule B. (b) For the avoidance of doubt, (i) there is no monetary deductible or cap on with respect to the amount indemnification owed by any Indemnifying Party under any portion of indemnity coverage provided by Andeavor under this Article VI, and (ii) the AMLP Group will not be entitled to any indemnification hereunder to the extent it has already recovered for the same Loss under any II other provision of this Agreementthan that described in Section 2.5(a). (c) For the avoidance of doubt, the obligation of QEP and Field Services to indemnify any Group Member, as specified in Section 2.1, Section 2.2 and Section 2.3 shall be limited to the extent of the Losses incurred by the Partnership with respect to its direct or indirect ownership interest in such Group Member. (d) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANDEAVORANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED (INCLUDING ANY DIMINUTION IN VALUE OF ANY PARTY’S RESPECTIVE INVESTMENT IN THE PARTNERSHIP) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY AMLP GROUP MEMBER OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, REGARDLESS OF WHETHER EXCEPT AS A REIMBURSEMENT FOR ANY SUCH CLAIM ARISES UNDER DAMAGES AS ARE PAID TO A GOVERNMENTAL AUTHORITY OR RESULTS FROM CONTRACT, NEGLIGENCE, OR STRICT LIABILITY OF THE AMLP GROUP MEMBER WHOSE LIABILITY IS BEING WAIVED HEREBY; provided that the foregoing limitation is not intended and shall not affect special damages actually awarded to a US-DOCS\91776486.8 third party or assessed by a governmental authority and for which a AMLP Group Member is properly entitled to indemnification pursuant to the express provisions of this AgreementOTHER THIRD PARTY.

Limitations Regarding Indemnification. (a) Andeavor The Tesoro Indemnifying Parties shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP Partnership Group for a Covered Environmental Loss under Section 6.1 or a Covered EHS Loss under Section 6.3(b)(i3.1(a)(ii) until such time as the aggregate amount of all Covered Environmental Losses and Covered EHS Losses in such calendar year exceeds $800,000 the amount listed on Schedule VIII under “Annual Environmental Deductible” (the “Annual Environmental Deductible”), at which time Andeavor the Tesoro Indemnifying Parties shall be obligated to indemnify the AMLP Partnership Group for the amount of Covered Environmental Losses under Section 6.1 and Covered EHS Losses under Section 6.3(b)(i3.1(a)(ii) that are in excess of the Annual Environmental Deductible that are incurred by the AMLP Partnership Group in such calendar year. Andeavor The Tesoro Indemnifying Parties shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP Partnership Group for any individual Loss under Section 6.2 3.2 until such time as the aggregate amount of all Losses under Section 6.2 3.2 that are in such calendar year exceeds $800,000 the amount listed on Schedule VIII under “Annual ROW Deductible” (the “Annual ROW Deductible”), at which time Andeavor the Tesoro Indemnifying Parties shall be obligated to indemnify the AMLP Partnership Group for all Losses under Section 6.2 3.2 in excess of the Annual ROW Deductible that are incurred by the AMLP Partnership Group in such calendar year. (b) With respect to Sections 3.1, 3.2 and 3.5(a), each of the Tesoro Indemnifying Parties shall only be required to indemnify the Partnership Group for Covered Environmental Losses under Section 3.1, Losses under Section 3.2 or Losses under Section 3.5(a) incurred in connection with or related to Assets conveyed, contributed or otherwise transferred to the Partnership Group by such Tesoro Indemnifying Party. (c) For the avoidance of doubt, (i) there is no monetary cap on the amount of indemnity coverage provided by Andeavor any Indemnifying Party under this Article VI, and (ii) the AMLP Group will not be entitled to any indemnification hereunder to the extent it has already recovered for the same Loss under any other provision of this AgreementIII. (cd) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANDEAVORANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED BY ANY AMLP GROUP MEMBER OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, REGARDLESS OF WHETHER ANY SUCH CLAIM ARISES UNDER OR RESULTS FROM CONTRACT, NEGLIGENCE, OR STRICT LIABILITY OF THE AMLP GROUP MEMBER PARTY WHOSE LIABILITY IS BEING WAIVED HEREBY; provided that the foregoing limitation is not intended and shall not affect special damages actually awarded to a US-DOCS\91776486.8 third party or assessed by a governmental authority and for which a AMLP Group Member Party is properly entitled to indemnification pursuant to the express provisions of this Agreement.

Limitations Regarding Indemnification. (a) Andeavor With respect to Known Environmental Losses under Section 2.1(a), VTTI shall not, in any calendar year, not be obligated to indemnify, defend and hold harmless the AMLP any Group for a Covered Environmental Loss under Section 6.1 or a Covered EHS Loss under Section 6.3(b)(i) Member until such time as the total aggregate amount of all Covered Losses incurred by the Partnership Group for such Known Environmental Losses and Covered EHS Losses in such calendar year exceeds $800,000 29.8 million (the “Annual Known Environmental Losses Deductible”), at which time Andeavor VTTI shall be obligated to indemnify the AMLP Partnership Group for the amount excess of Covered such Known Environmental Losses over the Known Environmental Losses Deductible. (b) With respect to Unknown Environmental Losses under Section 6.1 and Covered EHS Losses under Section 6.3(b)(i) that are in excess of the Annual Environmental Deductible that are incurred by the AMLP Group in such calendar year. Andeavor 2.1(b)(i), VTTI shall not, in any calendar year, not be obligated to indemnify, defend and hold harmless the AMLP any Group for any individual Loss under Section 6.2 Member until such time as the total aggregate amount of all Losses under Section 6.2 that are in incurred by the Partnership Group for such calendar year Unknown Environmental Losses exceeds $800,000 500,000 (the “Annual ROW Unknown Environmental Losses Deductible” and, together with the Known Environmental Losses Deductible, the “Environmental Deductibles”), at which time Andeavor VTTI shall be obligated to indemnify the AMLP Partnership Group for all the excess of such Unknown Environmental Losses over the Unknown Environmental Losses Deductible. The aggregate liability of VTTI under Section 6.2 in excess of the Annual ROW Deductible that are incurred by the AMLP Group in such calendar year2.1(b)(i) above for all Unknown Environmental Losses shall not exceed $10,000,000. (bc) For the avoidance of doubt, (i) there is no deductible with respect to the indemnification owed by any Indemnifying Party under any portion of this Article II other than that described in Section 2.5(a) and Section 2.5(b) and no monetary cap on the amount of indemnity coverage provided by Andeavor any Indemnifying Party under this Article VI, II other than that described in Section 2.5(a) and (ii) the AMLP Group will not be entitled to any indemnification hereunder to the extent it has already recovered for the same Loss under any other provision of this AgreementSection 2.5(b). (cd) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANDEAVORANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED (INCLUDING ANY DIMINUTION IN VALUE OF ANY PARTY’S RESPECTIVE INVESTMENT IN THE PARTNERSHIP) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY AMLP GROUP MEMBER OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, REGARDLESS OF WHETHER EXCEPT AS A REIMBURSEMENT FOR ANY SUCH CLAIM ARISES UNDER DAMAGES AS ARE PAID TO A GOVERNMENTAL ENTITY OR RESULTS FROM CONTRACT, NEGLIGENCE, OR STRICT LIABILITY OF THE AMLP GROUP MEMBER WHOSE LIABILITY IS BEING WAIVED HEREBY; provided that the foregoing limitation is not intended and shall not affect special damages actually awarded to a US-DOCS\91776486.8 third party or assessed by a governmental authority and for which a AMLP Group Member is properly entitled to indemnification pursuant to the express provisions of this AgreementOTHER THIRD PARTY.

Limitations Regarding Indemnification. (a) Andeavor The Tesoro Indemnifying Parties shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP Partnership Group for a Covered Environmental Loss under Section 6.1 or a Covered EHS Loss under Section 6.3(b)(i3.1(a)(ii) until such time as the aggregate amount of all Covered Environmental Losses and Covered EHS Losses in such calendar year exceeds $800,000 the amount listed on Schedule VIII under “Annual Environmental Deductible” (the “Annual Environmental Deductible”), at which time Andeavor the Tesoro Indemnifying Parties shall be obligated to indemnify the AMLP Partnership Group for the amount of Covered Environmental Losses under Section 6.1 and Covered EHS Losses under Section 6.3(b)(i3.1(a)(ii) that are in excess of the Annual Environmental Deductible that are incurred by the AMLP Partnership Group in such calendar year. Andeavor The Tesoro Indemnifying Parties shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP Partnership Group for any individual Loss under Section 6.2 3.2 until such time as the aggregate amount of all Losses under Section 6.2 3.2 that are in such calendar year exceeds $800,000 the amount listed on Schedule VIII under “Annual ROW Deductible” (the “Annual ROW Deductible”), at which time Andeavor the Tesoro Indemnifying Parties shall be obligated to indemnify the AMLP Partnership Group for all Losses under Section 6.2 3.2 in excess of the Annual ROW Deductible that are incurred by the AMLP Partnership Group in such calendar year. (b) With respect to Sections 3.1, 3.2 and 3.5(a), each of the Tesoro Indemnifying Parties shall only be required to indemnify the Partnership Group for Covered Environmental Losses under Section 3.1, Losses under Section 3.2 or Losses under Section 3.5(a) incurred in connection with or related to Assets conveyed, contributed or otherwise transferred to the Partnership Group by such Tesoro Indemnifying Party . (c) For the avoidance of doubt, (i) there is no monetary cap on the amount of indemnity coverage provided by Andeavor any Indemnifying Party under this Article VI, and (ii) the AMLP Group will not be entitled to any indemnification hereunder to the extent it has already recovered for the same Loss under any other provision of this AgreementIII. (cd) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANDEAVORANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED BY ANY AMLP GROUP MEMBER OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, REGARDLESS OF WHETHER ANY SUCH CLAIM ARISES UNDER OR RESULTS FROM CONTRACT, NEGLIGENCE, OR STRICT LIABILITY OF THE AMLP GROUP MEMBER WHOSE LIABILITY IS BEING WAIVED HEREBY; provided that the foregoing limitation is not intended and shall not affect special damages actually awarded to a US-DOCS\91776486.8 third party or assessed by a governmental authority and for which a AMLP Group Member is properly entitled to indemnification pursuant to the express provisions of this Agreement.

Limitations Regarding Indemnification. (a) Andeavor With respect to Covered Environmental Losses under Section 2.1(a)(i) or Section 2.1(a)(ii) that arise out of an event, condition or matter that is first discovered after the Closing Date, neither MPL Investment LLC nor MPCLP shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP Partnership Group for a Covered Environmental Loss under Section 6.1 or a Covered EHS Loss under Section 6.3(b)(i) until such time as the total aggregate amount of all Losses incurred by the Partnership Group for such Covered Environmental Losses and Covered EHS Losses in such calendar year exceeds $800,000 500,000 (the “Annual Environmental Deductible”), at which time Andeavor MPL Investment LLC and MPCLP shall be obligated to indemnify the AMLP Partnership Group for the amount excess of such Covered Environmental Losses under Section 6.1 and Covered EHS Losses under Section 6.3(b)(i) over the Environmental Deductible. For the avoidance of doubt, it is agreed that are in excess of the Annual Environmental Deductible that are shall not apply to any Covered Environmental Losses incurred by the AMLP Partnership Group in such calendar year. Andeavor shall not, in any calendar year, be obligated attributable to indemnify, defend and hold harmless the AMLP Group for any individual Loss under Section 6.2 until such time as the aggregate amount of all Losses under Section 6.2 that are in such calendar year exceeds $800,000 (the “Annual ROW Deductible”), at which time Andeavor shall be obligated to indemnify the AMLP Group for all Losses under Section 6.2 in excess of the Annual ROW Deductible that are incurred by the AMLP Group in such calendar year.those locations identified on Schedule B. (b) For the avoidance of doubt, (i) there is no deductible with respect to the indemnification owed by any Indemnifying Party under any portion of this Article II other than that described in Section 2.6(a) and no monetary cap on the amount of indemnity coverage provided by Andeavor any Indemnifying Party under this Article VI, and (ii) the AMLP Group will not be entitled to any indemnification hereunder to the extent it has already recovered for the same Loss under any other provision of this AgreementII. (c) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANDEAVORANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS (INCLUDING ANY DIMINUTION IN VALUE OF ANY PARTY’S RESPECTIVE INVESTMENT IN HOLDINGS OR THE PARTNERSHIP) SUFFERED BY ANY AMLP GROUP MEMBER OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, REGARDLESS OF WHETHER EXCEPT AS A REIMBURSEMENT FOR ANY SUCH CLAIM ARISES UNDER DAMAGES AS ARE PAID TO A GOVERNMENTAL ENTITY OR RESULTS FROM CONTRACT, NEGLIGENCE, OR STRICT LIABILITY OF THE AMLP GROUP MEMBER WHOSE LIABILITY IS BEING WAIVED HEREBY; provided that the foregoing limitation is not intended and shall not affect special damages actually awarded to a US-DOCS\91776486.8 third party or assessed by a governmental authority and for which a AMLP Group Member is properly entitled to indemnification pursuant to the express provisions of this AgreementOTHER THIRD PARTY.

Limitations Regarding Indemnification. (a) Andeavor The Delek Entities shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP Partnership Group for a Covered Environmental Loss under Section 6.1 or a Covered EHS Loss under Section 6.3(b)(i3.1(a)(ii) related to any Transaction Agreement until such time as the aggregate amount of all Covered Environmental Losses and Covered EHS Losses related to such Transaction Agreement in such calendar year exceeds $800,000 the applicable annual environmental deductible set forth on Schedule IX (the “Annual Environmental Deductible”), at which time Andeavor the Delek Entities shall be obligated to indemnify the AMLP Partnership Group for the amount of Covered Environmental Losses under Section 6.1 and Covered EHS Losses under Section 6.3(b)(i3.1(a)(ii) related to such Transaction Agreement that are in excess of the applicable Annual Environmental Deductible that are incurred by the AMLP Partnership Group in such calendar year. Andeavor The Delek Entities shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP Partnership Group for any individual Loss under Section 6.2 3.2 related to any Transaction Agreement until such time as the aggregate amount of all Losses under Section 6.2 3.2 related to such Transaction Agreement that are in such calendar year exceeds $800,000 the applicable annual ROW deductible set forth on Schedule IX (the “Annual ROW Deductible”), at which time Andeavor the Delek Entities shall be obligated to indemnify the AMLP Partnership Group for all Losses under Section 6.2 3.2 related to such Transaction Agreement in excess of the applicable Annual ROW Deductible that are incurred by the AMLP Partnership Group in such calendar year. (b) For the avoidance of doubt, (i) there is no monetary cap on the amount of indemnity coverage provided by Andeavor any Indemnifying Party under this Article VI, and (ii) the AMLP Group will not be entitled to any indemnification hereunder to the extent it has already recovered for the same Loss under any other provision of this AgreementIII. (c) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANDEAVORANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED BY ANY AMLP GROUP MEMBER OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT. (d) THE FOREGOING INDEMNITIES ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE SOLE, REGARDLESS OF WHETHER ANY SUCH CLAIM ARISES UNDER CONCURRENT, ACTIVE OR RESULTS FROM CONTRACT, PASSIVE NEGLIGENCE, OR STRICT LIABILITY OR FAULT OF ANY OF THE AMLP GROUP MEMBER WHOSE LIABILITY IS BEING WAIVED HEREBY; provided that the foregoing limitation is not intended and shall not affect special damages actually awarded to a US-DOCS\91776486.8 third party or assessed by a governmental authority and for which a AMLP Group Member is properly entitled to indemnification pursuant to the express provisions of this Agreement.INDEMNIFIED PARTIES. ARTICLE IV

Limitations Regarding Indemnification. (a) Andeavor The Delek Entities shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP Partnership Group for a Covered Environmental Loss under Section 6.1 or a Covered EHS Loss under Section 6.3(b)(i3.1(a)(ii) related to any Transaction Agreement until such time as the aggregate amount of all Covered Environmental Losses and Covered EHS Losses related to such Transaction Agreement in such calendar year exceeds $800,000 the applicable annual environmental deductible set forth on Schedule IX (the “Annual Environmental Deductible”), at which time Andeavor the Delek Entities shall be obligated to indemnify the AMLP Partnership Group for the amount of Covered Environmental Losses under Section 6.1 and Covered EHS Losses under Section 6.3(b)(i3.1(a)(ii) related to such Transaction Agreement that are in excess of the applicable Annual Environmental Deductible that are incurred by the AMLP Partnership Group in such calendar year. Andeavor The Delek Entities shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP Partnership Group for any individual Loss under Section 6.2 3.2 related to any Transaction Agreement until such time as the aggregate amount of all Losses under Section 6.2 3.2 related to such Transaction Agreement that are in such calendar year exceeds $800,000 the applicable annual ROW deductible set forth on Schedule IX (the “Annual ROW Deductible”), at which time Andeavor the Delek Entities shall be obligated to indemnify the AMLP Partnership Group for all Losses under Section 6.2 3.2 related to such Transaction Agreement in excess of the applicable Annual ROW Deductible that are incurred by the AMLP Partnership Group in such calendar year. (b) For the avoidance of doubt, (i) there is no monetary cap on the amount of indemnity coverage provided by Andeavor any Indemnifying Party under this Article VI, and (ii) the AMLP Group will not be entitled to any indemnification hereunder to the extent it has already recovered for the same Loss under any other provision of this AgreementIII. (c) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANDEAVORANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED BY ANY AMLP GROUP MEMBER OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT; provided, REGARDLESS that to the extent a Party hereunder receives insurance proceeds with respect to consequential, indirect, incidental, punitive, exemplary, special or similar damages or lost profits that would be waived under this Section 3.5(c), such Party shall be liable for such damages up to the amount of such insurance proceeds (net of any deductible and premiums paid with respect thereto). (d) THE FOREGOING INDEMNITIES ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF WHETHER ANY SUCH CLAIM ARISES UNDER THE SOLE, CONCURRENT, ACTIVE OR RESULTS FROM CONTRACT, PASSIVE NEGLIGENCE, OR STRICT LIABILITY OR FAULT OF ANY OF THE AMLP GROUP MEMBER WHOSE LIABILITY IS BEING WAIVED HEREBY; provided that the foregoing limitation is not intended and shall not affect special damages actually awarded to a US-DOCS\91776486.8 third party or assessed by a governmental authority and for which a AMLP Group Member is properly entitled to indemnification pursuant to the express provisions of this Agreement.INDEMNIFIED PARTIES. ARTICLE IV

Limitations Regarding Indemnification. (a) Andeavor With respect to Covered Environmental Losses under Section 2.1(a)(i) or Section 2.1(a)(ii) that arise out of an event, condition or matter that is first discovered after the Closing Date, OCI USA shall not, in any calendar year, not be obligated to indemnify, defend and hold harmless the AMLP any Group for a Covered Environmental Loss under Section 6.1 or a Covered EHS Loss under Section 6.3(b)(i) Member until such time as the total aggregate amount of all Losses incurred by the Partnership Group for such Covered Environmental Losses and Covered EHS Losses in such calendar year exceeds $800,000 250,000 (the “Annual Environmental Deductible”), at which time Andeavor OCI USA shall be obligated to indemnify the AMLP Partnership Group for the amount of such Covered Environmental Losses under Section 6.1 and Covered EHS Losses under Section 6.3(b)(i) that are in excess of the Annual Environmental Deductible that are incurred by the AMLP Group in such calendar year. Andeavor shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP Group for any individual Loss under Section 6.2 until such time as the aggregate amount of all Losses under Section 6.2 that are in such calendar year exceeds $800,000 (the “Annual ROW Deductible”), at which time Andeavor shall be obligated to indemnify the AMLP Group for all Losses under Section 6.2 in excess of the Annual ROW Deductible that are incurred by the AMLP Group in such calendar year. (b) For the avoidance of doubt, (i) there is no deductible with respect to the indemnification owed by any Indemnifying Party under any portion of this Article II other than that described in Section 2.6(a), and there is no monetary cap on the amount of indemnity coverage provided by Andeavor any Indemnifying Party under this Article VI, and (ii) the AMLP Group will not be entitled to any indemnification hereunder to the extent it has already recovered for the same Loss under any other provision of this AgreementII. (c) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANDEAVORANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED (INCLUDING ANY DIMINUTION IN VALUE OF ANY PARTY’S RESPECTIVE INVESTMENT IN THE PARTNERSHIP) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY AMLP GROUP MEMBER OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, REGARDLESS OF WHETHER EXCEPT AS A REIMBURSEMENT FOR ANY SUCH CLAIM ARISES UNDER DAMAGES AS ARE PAID TO A GOVERNMENTAL AUTHORITY OR RESULTS FROM CONTRACT, NEGLIGENCE, OR STRICT LIABILITY OF THE AMLP GROUP MEMBER WHOSE LIABILITY IS BEING WAIVED HEREBY; provided that the foregoing limitation is not intended and shall not affect special damages actually awarded to a US-DOCS\91776486.8 third party or assessed by a governmental authority and for which a AMLP Group Member is properly entitled to indemnification pursuant to the express provisions of this AgreementOTHER THIRD PARTY.

Limitations Regarding Indemnification. (a) Andeavor The Tesoro Indemnifying Parties shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP Partnership Group for a Covered Environmental Loss under Section 6.1 or a Covered EHS Loss under Section 6.3(b)(i3.1(a)(ii) until such time as the aggregate amount of all Covered Environmental Losses and Covered EHS Losses in such calendar year exceeds $800,000 the amount listed on Schedule VIII under “Annual Environmental Deductible” (the “Annual Environmental Deductible”), at which time Andeavor the Tesoro Indemnifying Parties shall be obligated to indemnify the AMLP Partnership Group for the amount of Covered Environmental Losses under Section 6.1 and Covered EHS Losses under Section 6.3(b)(i3.1(a)(ii) that are in excess of the Annual Environmental Deductible that are incurred by the AMLP Partnership Group in such calendar year. Andeavor The Tesoro Indemnifying Parties shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP Partnership Group for any individual Loss under Section 6.2 3.2 until such time as the aggregate amount of all Losses under Section 6.2 3.2 that are in such calendar year exceeds $800,000 the amount listed on Schedule VIII under “Annual ROW Deductible” (the “Annual ROW Deductible”), at which time Andeavor the Tesoro Indemnifying Parties shall be obligated to indemnify the AMLP Partnership Group for all Losses under Section 6.2 3.2 in excess of the Annual ROW Deductible that are incurred by the AMLP Partnership Group in such calendar year.” (b3. The “and” at the end of Section 4.1(c)(v) For of the avoidance Original Agreement is deleted and the period at the end of doubtSection 4.1(c)(vi) of the Original Agreement is replaced with “; and.” In addition, (ia new Section 4.1(c)(vii) there is no monetary cap on the amount of indemnity coverage provided by Andeavor under this Article VI, and (ii) the AMLP Group will not be entitled to any indemnification hereunder hereby added to the extent it has already recovered for the same Loss under any other provision of this Agreement. (c) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANDEAVOR’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED BY ANY AMLP GROUP MEMBER ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, REGARDLESS OF WHETHER ANY SUCH CLAIM ARISES UNDER OR RESULTS FROM CONTRACT, NEGLIGENCE, OR STRICT LIABILITY OF THE AMLP GROUP MEMBER WHOSE LIABILITY IS BEING WAIVED HEREBY; provided that the foregoing limitation is not intended and shall not affect special damages actually awarded to a US-DOCS\91776486.8 third party or assessed by a governmental authority and for which a AMLP Group Member is properly entitled to indemnification pursuant to the express provisions of this Agreement.Original Agreement as follows:

Limitations Regarding Indemnification. (a) Andeavor The Tesoro Indemnifying Parties shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP Partnership Group for a Covered Environmental Loss under Section 6.1 or a Covered EHS Loss under Section 6.3(b)(i3.1(a)(ii) until such time as the aggregate amount of all Covered Environmental Losses and Covered EHS Losses in such calendar year exceeds $800,000 400,000 (the “Annual Environmental Deductible”), at which time Andeavor the Tesoro Indemnifying Parties shall be obligated to indemnify the AMLP Partnership Group for the amount of Covered Environmental Losses under Section 6.1 and Covered EHS Losses under Section 6.3(b)(i3.1(a)(ii) that are in excess of the Annual Environmental Deductible that are incurred by the AMLP Partnership Group in such calendar year. Andeavor The Tesoro Indemnifying Parties shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP Partnership Group for any individual Loss under Section 6.2 3.2 until such time as the aggregate amount of all Losses under Section 6.2 3.2 that are in such calendar year exceeds $800,000 400,000 (the “Annual ROW Deductible”), at which time Andeavor the Tesoro Indemnifying Parties shall be obligated to indemnify the AMLP Partnership Group for all Losses under Section 6.2 3.2 in excess of the Annual ROW Deductible that are incurred by the AMLP Partnership Group in such calendar year. (b) With respect to Sections 3.1, 3.2 and 3.5(a), each of the Tesoro Indemnifying Parties shall only be required to indemnify the Partnership Group for Covered Environmental Losses under Section 3.1, Losses under Section 3.2 or Losses under Section 3.5(a) incurred in connection with or related to Assets conveyed, contributed or otherwise transferred to the Partnership Group by such Tesoro Indemnifying Party . (c) For the avoidance of doubt, (i) there is no monetary cap on the amount of indemnity coverage provided by Andeavor any Indemnifying Party under this Article VI, and (ii) the AMLP Group will not be entitled to any indemnification hereunder to the extent it has already recovered for the same Loss under any other provision of this AgreementIII. (cd) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANDEAVOR’S ANY PARTY'S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED BY ANY AMLP GROUP MEMBER OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, REGARDLESS OF WHETHER ANY SUCH CLAIM ARISES UNDER OR RESULTS FROM CONTRACT, NEGLIGENCE, OR STRICT LIABILITY OF THE AMLP GROUP MEMBER WHOSE LIABILITY IS BEING WAIVED HEREBY; provided that the foregoing limitation is not intended and shall not affect special damages actually awarded to a US-DOCS\91776486.8 third party or assessed by a governmental authority and for which a AMLP Group Member is properly entitled to indemnification pursuant to the express provisions of this Agreement.

Limitations Regarding Indemnification. (a) Andeavor Rentech shall not, in any calendar year, be obligated to indemnify, defend and or hold harmless the AMLP Partnership Group for a Covered Environmental any Loss under Section 6.1 2.1(a) or a Covered EHS Loss under Section 6.3(b)(i2.1(b) until such time as the aggregate amount of all Covered Environmental Losses and Covered EHS such Losses in such calendar year exceeds $800,000 250,000 (the “Annual Environmental DeductibleDeductible Amount”), at which time Andeavor Rentech shall be obligated to indemnify the AMLP Partnership Group for the amount of Covered Environmental such Losses under Section 6.1 and Covered EHS Losses under Section 6.3(b)(i) that are in excess of the Annual Environmental Deductible Amount that are incurred by the AMLP Partnership Group in such calendar year. Andeavor Rentech shall not be obligated to indemnify, defend or hold harmless the Partnership Group for Losses under Section 2.1(a) or Section 2.1(b) to the extent that the aggregate amount of all such Losses are in excess of $10,000,000 (the “Cap Amount”). Additionally, Rentech shall not be obligated to reimburse the Partnership Group for amounts paid to Rentech by the Operating Company on or prior to the date hereof with respect to Rentech’s utilization of net operating loss carry-forwards in accordance with the terms of the Management Services Agreement. (b) The Partnership Group shall not, in any calendar year, be obligated to indemnify, defend and or hold harmless the AMLP Group Rentech Entities for any individual Loss under Section 6.2 2.2(a) until such time as the aggregate amount of all such Losses under Section 6.2 that are in such calendar year exceeds $800,000 (the “Annual ROW Deductible”)Deductible Amount, at which time Andeavor the Partnership Group shall be obligated to indemnify the AMLP Group Rentech Entities for all such Losses under Section 6.2 that are in excess of the Annual ROW Deductible Amount that are incurred by the AMLP Group Rentech Entities in such calendar year. (b) For the avoidance of doubt, (i) there is no monetary cap on the amount of indemnity coverage provided by Andeavor under this Article VI, and (ii) the AMLP . The Partnership Group will shall not be entitled obligated to any indemnification hereunder indemnify, defend or hold harmless the Rentech Entities for Losses under Section 2.2(a) to the extent it has already recovered for that the same Loss under any other provision aggregate amount of this Agreementall such Losses are in excess of the Cap Amount. (c) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANDEAVORANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED BY ANY AMLP GROUP MEMBER OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, REGARDLESS OF WHETHER ANY SUCH CLAIM ARISES UNDER OR RESULTS FROM CONTRACT, NEGLIGENCE, OR STRICT LIABILITY OF THE AMLP GROUP MEMBER WHOSE LIABILITY IS BEING WAIVED HEREBY; provided that the foregoing limitation is not intended and shall not affect special damages actually awarded to a US-DOCS\91776486.8 third party or assessed by a governmental authority and for which a AMLP Group Member is properly entitled to indemnification pursuant to the express provisions of this Agreement.

Limitations Regarding Indemnification. (a) Andeavor The Delek Entities shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP Partnership Group for a Covered Environmental Loss under Section 6.1 or a Covered EHS Loss under Section 6.3(b)(i3.1(a)(ii) related to any Transaction Agreement until such time as the aggregate amount of all Covered Environmental Losses and Covered EHS Losses related to such Transaction Agreement in such calendar year exceeds $800,000 the applicable annual environmental deductible set forth on Schedule IX (the “Annual Environmental Deductible”), at which time Andeavor the Delek Entities shall be obligated to indemnify the AMLP Partnership Group for the amount of Covered Environmental Losses under Section 6.1 and Covered EHS Losses under Section 6.3(b)(i3.1(a)(ii) related to such Transaction Agreement that are in excess of the applicable Annual Environmental Deductible that are incurred by the AMLP Partnership Group in such calendar year. Andeavor The Delek Entities shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP Partnership Group for any individual Loss under Section 6.2 3.2 related to any Transaction Agreement until such time as the aggregate amount of all Losses under Section 6.2 3.2 related to such Transaction Agreement that are in such calendar year exceeds $800,000 the applicable annual ROW deductible set forth on Schedule IX (the “Annual ROW Deductible”), at which time Andeavor the Delek Entities shall be obligated to indemnify the AMLP Partnership Group for all Losses under Section 6.2 3.2 related to such Transaction Agreement in excess of the applicable Annual ROW Deductible that are incurred by the AMLP Partnership Group in such calendar year.. HOU02:1274288 14 (b) For the avoidance of doubt, (i) there is no monetary cap on the amount of indemnity coverage provided by Andeavor any Indemnifying Party under this Article VI, and (ii) the AMLP Group will not be entitled to any indemnification hereunder to the extent it has already recovered for the same Loss under any other provision of this AgreementIII. (c) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANDEAVORANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED BY ANY AMLP GROUP MEMBER OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT. (d) THE FOREGOING INDEMNITIES ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE SOLE, REGARDLESS OF WHETHER ANY SUCH CLAIM ARISES UNDER CONCURRENT, ACTIVE OR RESULTS FROM CONTRACT, PASSIVE NEGLIGENCE, OR STRICT LIABILITY OR FAULT OF ANY OF THE AMLP GROUP MEMBER WHOSE LIABILITY IS BEING WAIVED HEREBY; provided that the foregoing limitation is not intended and shall not affect special damages actually awarded to a US-DOCS\91776486.8 third party or assessed by a governmental authority and for which a AMLP Group Member is properly entitled to indemnification pursuant to the express provisions of this AgreementINDEMNIFIED PARTIES.

Limitations Regarding Indemnification. (a) Andeavor With respect to Covered Environmental Losses under Section 2.1(a)(i) or Section 2.1(a)(ii) that arise out of an event, condition or matter that is first discovered after the Closing Date (the “Unknown Environmental Losses”), USD shall not, in any calendar year, not be obligated to indemnify, defend and hold harmless any Group Member until such time as the AMLP total aggregate amount of Losses incurred by the Partnership Group for such Unknown Environmental Losses exceeds $500,000 (the “Environmental Deductible”), at which time USD shall be obligated to indemnify the Partnership Group for the excess of such Covered Environmental Losses over the Environmental Deductible. The aggregate liability of USD for all Unknown Environmental Losses shall not exceed $10,000,000. For the avoidance of doubt, it is agreed that the Environmental Deductible shall not apply to any Covered Environmental Losses incurred by any Group Member attributable to those locations identified on Schedule B. (b) USD shall not be obligated to indemnify, defend and hold harmless any Group Member for a Covered Non-Environmental Loss under Section 6.1 2.2 or a Covered EHS Loss under Section 6.3(b)(i) 2.3 until such time as the aggregate amount of all Covered Non-Environmental Losses and Covered EHS Losses in such calendar year exceeds $800,000 500,000 (the “Annual Non-Environmental Deductible”), at which time Andeavor USD shall be obligated to indemnify the AMLP Partnership Group for the amount of all Covered Non-Environmental Losses under Section 6.1 and Covered EHS Losses under Section 6.3(b)(i) that are in excess of over the Annual Non-Environmental Deductible that are incurred by the AMLP Group in such calendar year. Andeavor shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP Group for any individual Loss under Section 6.2 until such time as the aggregate amount of all Losses under Section 6.2 that are in such calendar year exceeds $800,000 (the “Annual ROW Deductible”), at which time Andeavor shall be obligated to indemnify the AMLP Group for all Losses under Section 6.2 in excess of the Annual ROW Deductible that are incurred by the AMLP Group in such calendar yearPartnership Group. (bc) For the avoidance of doubt, (i) there is no monetary cap on the amount obligation of indemnity coverage provided by Andeavor under this Article VIUSD to indemnify any Group Member, as specified in Section 2.1, Section 2.2 and (ii) the AMLP Group will not Section 2.3 shall be entitled to any indemnification hereunder limited to the extent it has already recovered for of the same Loss under any other provision of this AgreementLosses incurred by the Partnership with respect to its direct or indirect ownership interest in such Group Member. (cd) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANDEAVORANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED (INCLUDING ANY DIMINUTION IN VALUE OF ANY PARTY’S RESPECTIVE INVESTMENT IN THE PARTNERSHIP) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY AMLP GROUP MEMBER OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, REGARDLESS OF WHETHER EXCEPT AS A REIMBURSEMENT FOR ANY SUCH CLAIM ARISES UNDER DAMAGES AS ARE PAID TO A GOVERNMENTAL AUTHORITY OR RESULTS FROM CONTRACT, NEGLIGENCE, OR STRICT LIABILITY OF THE AMLP GROUP MEMBER WHOSE LIABILITY IS BEING WAIVED HEREBY; provided that the foregoing limitation is not intended and shall not affect special damages actually awarded to a US-DOCS\91776486.8 third party or assessed by a governmental authority and for which a AMLP Group Member is properly entitled to indemnification pursuant to the express provisions of this AgreementOTHER THIRD PARTY.

Limitations Regarding Indemnification. (a) Andeavor With respect to Covered Environmental Losses under Section 2.1(a)(i) or 2.1(a)(ii) related to any Transaction Agreement, Valero shall notnot be obligated to indemnify, in defend or hold harmless any calendar yearGroup Member (i) with respect to any individual Losses (or group of related Losses) not exceeding the applicable de minimis threshold set forth under the caption “Environmental De Minimis Loss” on Schedule H (“De Minimis Losses”), and (ii) until such time as the total aggregate amount of Losses incurred by the Partnership Group for Covered Environmental Losses (excluding De Minimis Losses) related to such Transaction Agreement exceeds the applicable deductible set forth under the caption “Environmental Deductible” on Schedule H (the “Environmental Deductible”), at which time Valero shall be obligated to indemnify the Partnership Group for the excess of such Covered Environmental Losses over the Environmental Deductible. It is agreed that the Environmental Deductible shall not apply to any Covered Environmental Losses incurred by any Group Member attributable to those matters identified on Schedule A. (b) With respect to Covered Right-of-Way Losses related to any Transaction Agreement, Valero shall not be obligated to indemnify, defend and hold harmless the AMLP any Group for a Covered Environmental Loss under Section 6.1 or a Covered EHS Loss under Section 6.3(b)(i) Member until such time as the aggregate amount of all Covered Environmental Right-of-Way Losses and Covered EHS Losses in related to such calendar year Transaction Agreement exceeds $800,000 the applicable deductible set forth under the caption “Right-of-Way Deductible” on Schedule H (the “Annual Environmental Right-of- Way Deductible”), at which time Andeavor Valero shall be obligated to indemnify the AMLP Partnership Group for the amount excess of such Covered Environmental Right-of-Way Losses over the Right-of-Way Deductible. (c) With respect to Losses covered under Section 6.1 and Covered EHS Losses under Section 6.3(b)(i2.3(a)(i) that are in excess of the Annual Environmental Deductible that are incurred by the AMLP Group in such calendar year. Andeavor or 2.3(a)(vi) related to any Transaction Agreement, Valero shall not, in any calendar year, not be obligated to indemnify, defend and hold harmless the AMLP any Group for any individual Loss under Section 6.2 Member until such time as the aggregate amount of all such Losses related to such Transaction Agreement exceeds the applicable deductible set forth under Section 6.2 that are in such calendar year exceeds $800,000 “Other Losses Deductible” on Schedule H (the “Annual ROW Other Losses Deductible”), at which time Andeavor Valero shall be obligated to indemnify the AMLP Partnership Group for all Losses under Section 6.2 in the excess of such Losses related to such Transaction Agreement over the Annual ROW Deductible that are incurred by the AMLP Group in such calendar yearOther Losses Deductible. (bd) For the avoidance of doubt, (i) there is no deductible with respect to the indemnification owed by any Indemnifying Party under any portion of this Article 2 other than that described in Sections 2.5(a), 2.5(b) and 2.5(c) and no monetary cap on the amount of indemnity coverage provided by Andeavor any Indemnifying Party under this Article VI, and (ii) the AMLP Group will not be entitled to any indemnification hereunder to the extent it has already recovered for the same Loss under any other provision of this Agreement2. (ce) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANDEAVORANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED (INCLUDING ANY DIMINUTION IN VALUE OF ANY PARTY’S RESPECTIVE INVESTMENT IN THE PARTNERSHIP) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY AMLP GROUP MEMBER OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, REGARDLESS OF WHETHER EXCEPT AS A REIMBURSEMENT FOR ANY SUCH CLAIM ARISES UNDER DAMAGES AS ARE PAID TO A GOVERNMENTAL ENTITY OR RESULTS FROM CONTRACTOTHER THIRD PARTY. (f) THE FOREGOING INDEMNITIES ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE SOLE, CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, OR STRICT LIABILITY OR FAULT OF ANY OF THE AMLP GROUP MEMBER WHOSE LIABILITY IS BEING WAIVED HEREBY; provided that the foregoing limitation is not intended and shall not affect special damages actually awarded to a US-DOCS\91776486.8 third party or assessed by a governmental authority and for which a AMLP Group Member is properly entitled to indemnification pursuant to the express provisions of this AgreementINDEMNIFIED PARTIES.

Limitations Regarding Indemnification. (a) Andeavor With respect to Covered Environmental Losses under Section 2.1(a)(i) or Section 2.1(a)(ii) that arise out of an event, condition or matter that is first discovered after the Closing Date (the “Unknown Environmental Losses”), USD shall not, in any calendar year, be obligated to indemnify, defend and hold harmless any Group Member until such time as the AMLP total aggregate amount of Losses incurred by the Partnership Group for such Unknown Environmental Losses exceeds $500,000 (the “Environmental Deductible”), at which time USD shall be obligated to indemnify the Partnership Group for the excess of such Covered Environmental Losses over the Environmental Deductible. The aggregate liability of USD for all Unknown Environmental Losses shall not exceed $10,000,000. For the avoidance of doubt, it is agreed that the Environmental Deductible shall not apply to any Covered Environmental Losses incurred by any Group Member attributable to those locations identified on Schedule B. (b) USD shall not be obligated to indemnify, defend and hold harmless any Group Member for a Covered Non-Environmental Loss under Section 6.1 2.2 or a Covered EHS Loss under Section 6.3(b)(i) 2.3 until such time as the aggregate amount of all Covered Non-Environmental Losses and Covered EHS Losses in such calendar year exceeds $800,000 500,000 (the “Annual Non-Environmental Deductible”), at which time Andeavor USD shall be obligated to indemnify the AMLP Partnership Group for the amount of all Covered Non-Environmental Losses under Section 6.1 and Covered EHS Losses under Section 6.3(b)(i) that are in excess of over the Annual Non-Environmental Deductible that are incurred by the AMLP Group in such calendar year. Andeavor shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP Group for any individual Loss under Section 6.2 until such time as the aggregate amount of all Losses under Section 6.2 that are in such calendar year exceeds $800,000 (the “Annual ROW Deductible”), at which time Andeavor shall be obligated to indemnify the AMLP Group for all Losses under Section 6.2 in excess of the Annual ROW Deductible that are incurred by the AMLP Group in such calendar yearPartnership Group. (bc) For the avoidance of doubt, (i) there is no monetary cap on the amount obligation of indemnity coverage provided by Andeavor under this Article VIUSD to indemnify any Group Member, as specified in Section 2.1, Section 2.2 and (ii) the AMLP Group will not Section 2.3 shall be entitled to any indemnification hereunder limited to the extent it has already recovered for of the same Loss under any other provision of this AgreementLosses incurred by the Partnership with respect to its direct or indirect ownership interest in such Group Member. (cd) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANDEAVORANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED (INCLUDING ANY DIMINUTION IN VALUE OF ANY PARTY’S RESPECTIVE INVESTMENT IN THE PARTNERSHIP) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY AMLP GROUP MEMBER OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, REGARDLESS OF WHETHER EXCEPT AS A REIMBURSEMENT FOR ANY SUCH CLAIM ARISES UNDER DAMAGES AS ARE PAID TO A GOVERNMENTAL AUTHORITY OR RESULTS FROM CONTRACT, NEGLIGENCE, OR STRICT LIABILITY OF THE AMLP GROUP MEMBER WHOSE LIABILITY IS BEING WAIVED HEREBY; provided that the foregoing limitation is not intended and shall not affect special damages actually awarded to a US-DOCS\91776486.8 third party or assessed by a governmental authority and for which a AMLP Group Member is properly entitled to indemnification pursuant to the express provisions of this AgreementOTHER THIRD PARTY.

Limitations Regarding Indemnification. (a) The Andeavor Indemnifying Parties shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP Partnership Group for a Covered Environmental Loss under Section 6.1 or a Covered EHS Loss under Section 6.3(b)(i3.1(a)(ii) until such time as the aggregate amount of all Covered Environmental Losses and Covered EHS Losses in such calendar year exceeds $800,000 the amount listed on Schedule VIII under “Annual Environmental Deductible” (the “Annual Environmental Deductible”), at which time the Andeavor Indemnifying Parties shall be obligated to indemnify the AMLP Partnership Group for the amount of Covered Environmental Losses under Section 6.1 and Covered EHS Losses under Section 6.3(b)(i3.1(a)(ii) that are in excess of the Annual Environmental Deductible that are incurred by the AMLP Partnership Group in such calendar year. The Andeavor Indemnifying Parties shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP Partnership Group for any individual Loss under Section 6.2 3.2 until such time as the aggregate amount of all Losses under Section 6.2 3.2 that are in such calendar year exceeds $800,000 the amount listed on Schedule VIII under “Annual ROW Deductible” (the “Annual ROW Deductible”), at which time the Andeavor Indemnifying Parties shall be obligated to indemnify the AMLP Partnership Group for all Losses under Section 6.2 3.2 in excess of the Annual ROW Deductible that are incurred by the AMLP Partnership Group in such calendar year. (b) With respect to Sections 3.1, 3.2 and 3.5(a), each of the Andeavor Indemnifying Parties shall only be required to indemnify the Partnership Group for Covered Environmental Losses under Section 3.1, Losses under Section 3.2 or Losses under Section 3.5(a) incurred in connection with or related to Assets conveyed, contributed or otherwise transferred to the Partnership Group by such Andeavor Indemnifying Party. (c) For the avoidance of doubt, (i) there is no monetary cap on the amount of indemnity coverage provided by Andeavor any Indemnifying Party under this Article VI, and (ii) the AMLP Group will not be entitled to any indemnification hereunder to the extent it has already recovered for the same Loss under any other provision of this AgreementIII. (cd) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANDEAVORANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED BY ANY AMLP GROUP MEMBER OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, REGARDLESS OF WHETHER ANY SUCH CLAIM ARISES UNDER OR RESULTS FROM CONTRACT, NEGLIGENCE, OR STRICT LIABILITY OF THE AMLP GROUP MEMBER PARTY WHOSE LIABILITY IS BEING WAIVED HEREBY; provided that the foregoing limitation is not intended and shall not affect special damages actually awarded to a US-DOCS\91776486.8 third party or assessed by a governmental authority and for which a AMLP Group Member Party is properly entitled to indemnification pursuant to the express provisions of this Agreement.

Limitations Regarding Indemnification. (a) Andeavor No Buyer Indemnified Party shall not, in any calendar year, be obligated entitled to indemnify, defend indemnification hereunder unless and hold harmless the AMLP Group for a Covered Environmental Loss under Section 6.1 or a Covered EHS Loss under Section 6.3(b)(i) until such time as the aggregate amount of all Covered Environmental Losses and Covered EHS Losses in such calendar year Indemnifiable Costs exceeds $800,000 (the “Annual Environmental Deductible”)25,000, at which time Andeavor whereupon Sellers, jointly and severally, shall be obligated to indemnify the AMLP Group liable for the amount of Covered Environmental Losses under Section 6.1 and Covered EHS Losses under Section 6.3(b)(i) that are all Indemnifiable Costs in excess of the Annual Environmental Deductible that are incurred by the AMLP Group in such calendar year. Andeavor shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP Group for any individual Loss under Section 6.2 until such time as the aggregate amount of all Losses under Section 6.2 that are in such calendar year exceeds $800,000 (the “Annual ROW Deductible”), at which time Andeavor shall be obligated to indemnify the AMLP Group for all Losses under Section 6.2 in excess of the Annual ROW Deductible that are incurred by the AMLP Group in such calendar yearamount. (b) For the avoidance All Indemnifiable Costs sought by any Party hereunder shall be net of doubt, (i) there is no monetary cap on the amount of indemnity coverage provided any insurance proceeds received by Andeavor under this Article VI, and (ii) the AMLP Group will not be entitled such Person with respect to any indemnification hereunder such Claim or tax benefits to the extent it has already recovered for actually received by such Person as a result of an indemnified claim, net of the same Loss under any other provision costs of this Agreementcollection of such insurance proceeds or tax claim. (c) NOTWITHSTANDING ANYTHING Each party agrees to use reasonable efforts to mitigate any liability that may result in a claim for Indemnifiable Costs hereunder. (d) FROM AND AFTER THE CLOSING, THE REMEDIES OF THE PARTIES SPECIFICALLY PROVIDED BY THIS ARTICLE VI SHALL BE THE SOLE AND EXCLUSIVE REMEDIES OF THE PARTIES FOR ALL MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY; PROVIDED, HOWEVER, THAT NOTHING HEREIN SHALL LIMIT A PARTY’S RIGHT TO THE CONTRARY, SEEK SPECIFIC PERFORMANCE OR INJUNCTIVE RELIEF IN NO EVENT SHALL ANDEAVORCONNECTION WITH ANOTHER PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED BY ANY AMLP GROUP MEMBER ENTITLED TO INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, REGARDLESS OF WHETHER ANY IT BEING ACKNOWLEDGED THAT MONETARY DAMAGES DUE TO THE NON-DEFAULTING PARTY IN SUCH CLAIM ARISES UNDER OR RESULTS FROM CONTRACT, NEGLIGENCE, OR STRICT LIABILITY OF THE AMLP GROUP MEMBER WHOSE LIABILITY IS BEING WAIVED HEREBY; provided that the foregoing limitation is not intended and shall not affect special damages actually awarded to a US-DOCS\91776486.8 third party or assessed by a governmental authority and for which a AMLP Group Member is properly entitled to indemnification pursuant to the express provisions of this AgreementCASE MAY NOT BE ADEQUATELY DETERMINED AT LAW.

Limitations Regarding Indemnification. (a) Andeavor With respect to Covered Environmental Losses under Section 2.1(a)(i) or Section 2.1(a)(ii) that arise out of an event, condition or matter that is first discovered after the Closing Date, neither WPTI nor CPT 2010 shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP any Group for a Covered Environmental Loss under Section 6.1 or a Covered EHS Loss under Section 6.3(b)(i) Member until such time as the total aggregate amount of all Losses incurred by the Partnership Group for such Covered Environmental Losses and Covered EHS Losses in such calendar year exceeds $800,000 500,000 (the “Annual Environmental Deductible”), at which time Andeavor WPTI and CPT 2010 shall be obligated to indemnify the AMLP Partnership Group for the amount excess of such Covered Environmental Losses over the Environmental Deductible. The aggregate liability of WPTI and CPT 2010 under Section 6.1 and Covered EHS Losses under Section 6.3(b)(i2.1(a) that are in excess of the Annual Environmental Deductible that are incurred by the AMLP Group in such calendar year. Andeavor shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP Group for any individual Loss under Section 6.2 until such time as the aggregate amount of all Losses under Section 6.2 that are in such calendar year exceeds $800,000 (the “Annual ROW Deductible”), at which time Andeavor shall be obligated to indemnify the AMLP Group above for all Losses under Section 6.2 in excess of the Annual ROW Deductible that are incurred by the AMLP Group in such calendar yearshall not exceed $10,000,000. (b) For the avoidance of doubt, (i) there is no deductible with respect to the indemnification owed by any Indemnifying Party under any portion of this Article II other than that described in Section 2.4(a) and no monetary cap on the amount of indemnity coverage provided by Andeavor any Indemnifying Party under this Article VI, and (ii) the AMLP Group will not be entitled to any indemnification hereunder to the extent it has already recovered for the same Loss under any II other provision of this Agreementthan that described in Section 2.4(a). (c) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANDEAVORANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED (INCLUDING ANY DIMINUTION IN VALUE OF ANY PARTY’S RESPECTIVE INVESTMENT IN THE PARTNERSHIP) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY AMLP GROUP MEMBER OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, REGARDLESS OF WHETHER EXCEPT AS A REIMBURSEMENT FOR ANY SUCH CLAIM ARISES UNDER DAMAGES AS ARE PAID TO A GOVERNMENTAL ENTITY OR RESULTS FROM CONTRACT, NEGLIGENCE, OR STRICT LIABILITY OF THE AMLP GROUP MEMBER WHOSE LIABILITY IS BEING WAIVED HEREBY; provided that the foregoing limitation is not intended and shall not affect special damages actually awarded to a US-DOCS\91776486.8 third party or assessed by a governmental authority and for which a AMLP Group Member is properly entitled to indemnification pursuant to the express provisions of this AgreementOTHER THIRD PARTY.

Limitations Regarding Indemnification. (a) Andeavor Rentech shall not, in any calendar year, be obligated to indemnify, defend and or hold harmless the AMLP Partnership Group for a Covered Environmental any Loss under Section 6.1 2.1(a) or a Covered EHS Loss under Section 6.3(b)(i2.1(b) until such time as the aggregate amount of all Covered Environmental Losses and Covered EHS such Losses in such calendar year exceeds $800,000 250,000 (the “Annual Environmental DeductibleDeductible Amount”), at which time Andeavor Rentech shall be obligated to indemnify the AMLP Partnership Group for the amount of Covered Environmental such Losses under Section 6.1 and Covered EHS Losses under Section 6.3(b)(i) that are in excess of the Annual Environmental Deductible Amount that are incurred by the AMLP Partnership Group in such calendar year. Andeavor Rentech shall not be obligated to indemnify, defend or hold harmless the Partnership Group for Losses under Section 2.1(a) or Section 2.1(b) to the extent that the aggregate amount of all such Losses are in excess of $10,000,000 (the “Cap Amount”). (b) The Partnership Group shall not, in any calendar year, be obligated to indemnify, defend and or hold harmless the AMLP Group Rentech Entities for any individual Loss under Section 6.2 2.2(a) until such time as the aggregate amount of all such Losses under Section 6.2 that are in such calendar year exceeds $800,000 (the “Annual ROW Deductible”)Deductible Amount, at which time Andeavor the Partnership Group shall be obligated to indemnify the AMLP Group Rentech Entities for all such Losses under Section 6.2 that are in excess of the Annual ROW Deductible Amount that are incurred by the AMLP Group Rentech Entities in such calendar year. (b) For the avoidance of doubt, (i) there is no monetary cap on the amount of indemnity coverage provided by Andeavor under this Article VI, and (ii) the AMLP . The Partnership Group will shall not be entitled obligated to any indemnification hereunder indemnify, defend or hold harmless the Rentech Entities for Losses under Section 2.2(a) to the extent it has already recovered for that the same Loss under any other provision aggregate amount of this Agreementall such Losses are in excess of the Cap Amount. (c) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANDEAVORANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED BY ANY AMLP GROUP MEMBER OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, REGARDLESS OF WHETHER ANY SUCH CLAIM ARISES UNDER OR RESULTS FROM CONTRACT, NEGLIGENCE, OR STRICT LIABILITY OF THE AMLP GROUP MEMBER WHOSE LIABILITY IS BEING WAIVED HEREBY; provided that the foregoing limitation is not intended and shall not affect special damages actually awarded to a US-DOCS\91776486.8 third party or assessed by a governmental authority and for which a AMLP Group Member is properly entitled to indemnification pursuant to the express provisions of this Agreement.

Limitations Regarding Indemnification. (a) Andeavor With respect to Losses covered under Section 2.1, SPLC shall not, in any calendar year, not be obligated to indemnify, defend and hold harmless the AMLP any Group for a Covered Environmental Loss under Section 6.1 or a Covered EHS Loss under Section 6.3(b)(i) Member until such time as the aggregate amount of all Covered Environmental such Losses and Covered EHS Losses in such calendar year exceeds $800,000 500,000 (the “Annual Environmental Tax Matters Deductible”), at which time Andeavor SPLC shall be obligated to indemnify the AMLP Partnership Group for the amount of Covered Environmental Losses under Section 6.1 and Covered EHS Losses under Section 6.3(b)(i) that are in excess of such Losses over the Annual Environmental Deductible that are incurred by the AMLP Group in such calendar year. Andeavor shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP Group for any individual Loss under Section 6.2 until such time as the aggregate amount of all Losses under Section 6.2 that are in such calendar year exceeds $800,000 (the “Annual ROW Tax Matters Deductible”), at which time Andeavor shall be obligated to indemnify the AMLP Group for all Losses under Section 6.2 in excess of the Annual ROW Deductible that are incurred by the AMLP Group in such calendar year. (b) For the avoidance of doubt, (i) there is no monetary cap on deductible with respect to the amount indemnification owed by any Indemnifying Party under any portion of indemnity coverage provided by Andeavor under this Article VI, and (ii) the AMLP Group will not be entitled to any indemnification hereunder to the extent it has already recovered for the same Loss under any 2 other provision of this Agreementthan that described in Section 2.3(a). (c) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANDEAVORANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED (INCLUDING ANY DIMINUTION IN VALUE OF ANY PARTY’S RESPECTIVE INVESTMENT IN THE PARTNERSHIP OR ANY JOINT VENTURE ENTITY) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY AMLP GROUP MEMBER OTHER PERSON ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, REGARDLESS OF WHETHER EXCEPT AS A REIMBURSEMENT FOR ANY SUCH CLAIM ARISES UNDER DAMAGES AS ARE PAID TO A GOVERNMENTAL ENTITY OR RESULTS FROM CONTRACTOTHER UNAFFILIATED THIRD PARTY, WHETHER OR NOT THE INDEMNIFYING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (d) THE FOREGOING INDEMNITIES ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE SOLE, CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, OR STRICT LIABILITY OR FAULT OF ANY OF THE AMLP GROUP MEMBER WHOSE LIABILITY IS BEING WAIVED HEREBY; provided that the foregoing limitation is not intended and shall not affect special damages actually awarded to a US-DOCS\91776486.8 third party or assessed by a governmental authority and for which a AMLP Group Member is properly entitled to indemnification pursuant to the express provisions of this AgreementINDEMNIFIED PERSONS.

Limitations Regarding Indemnification. (a) Andeavor With respect to Covered Environmental Losses under Section 2.1(a)(i) or 2.1(a)(ii) related to any Transaction Agreement, Valero shall notnot be obligated to indemnify, in defend or hold harmless any calendar yearGroup Member (i) with respect to any individual Losses (or group of related Losses) not exceeding the applicable de minimis threshold set forth under the caption “Environmental De Minimis Loss” on Schedule H (“De Minimis Losses”), and (ii) until such time as the total aggregate amount of Losses incurred by the Partnership Group for Covered Environmental Losses (excluding De Minimis Losses) related to such Transaction Agreement exceeds the applicable deductible set forth under the caption “Environmental Deductible” on Schedule H (the “Environmental Deductible”), at which time Valero shall be obligated to indemnify the Partnership Group for the excess of such Covered Environmental Losses over the Environmental Deductible. It is agreed that the Environmental Deductible shall not apply to any Covered Environmental Losses incurred by any Group Member attributable to those matters identified on Schedule A. (b) With respect to Covered Right-of-Way Losses related to any Transaction Agreement, Valero shall not be obligated to indemnify, defend and hold harmless the AMLP any Group for a Covered Environmental Loss under Section 6.1 or a Covered EHS Loss under Section 6.3(b)(i) Member until such time as the aggregate amount of all Covered Environmental Right-of-Way Losses and Covered EHS Losses in related to such calendar year Transaction Agreement exceeds $800,000 the applicable deductible set forth under the caption “Right-of-Way Deductible” on Schedule H (the “Annual Environmental Right-of-Way Deductible”), at which time Andeavor Valero shall be obligated to indemnify the AMLP Partnership Group for the amount excess of such Covered Environmental Right-of-Way Losses over the Right-of-Way Deductible. (c) With respect to Losses covered under Section 6.1 and Covered EHS Losses under Section 6.3(b)(i2.3(a)(i) that are in excess of the Annual Environmental Deductible that are incurred by the AMLP Group in such calendar year. Andeavor or 2.3(a)(vi) related to any Transaction Agreement, Valero shall not, in any calendar year, not be obligated to indemnify, defend and hold harmless the AMLP any Group for any individual Loss under Section 6.2 Member until such time as the aggregate amount of all such Losses related to such Transaction Agreement exceeds the applicable deductible set forth under Section 6.2 that are in such calendar year exceeds $800,000 “Other Losses Deductible” on Schedule H (the “Annual ROW Other Losses Deductible”), at which time Andeavor Valero shall be obligated to indemnify the AMLP Partnership Group for all Losses under Section 6.2 in the excess of such Losses related to such Transaction Agreement over the Annual ROW Deductible that are incurred by the AMLP Group in such calendar yearOther Losses Deductible. (bd) For the avoidance of doubt, (i) there is no deductible with respect to the indemnification owed by any Indemnifying Party under any portion of this Article 2 other than that described in Sections 2.5(a), 2.5(b) and 2.5(c) and no monetary cap on the amount of indemnity coverage provided by Andeavor any Indemnifying Party under this Article VI, and (ii) the AMLP Group will not be entitled to any indemnification hereunder to the extent it has already recovered for the same Loss under any other provision of this Agreement2. (ce) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANDEAVORANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED (INCLUDING ANY DIMINUTION IN VALUE OF ANY PARTY’S RESPECTIVE INVESTMENT IN THE PARTNERSHIP) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY AMLP GROUP MEMBER OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, REGARDLESS OF WHETHER EXCEPT AS A REIMBURSEMENT FOR ANY SUCH CLAIM ARISES UNDER DAMAGES AS ARE PAID TO A GOVERNMENTAL ENTITY OR RESULTS FROM CONTRACTOTHER THIRD PARTY. (f) THE FOREGOING INDEMNITIES ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE SOLE, CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, OR STRICT LIABILITY OR FAULT OF ANY OF THE AMLP GROUP MEMBER WHOSE LIABILITY IS BEING WAIVED HEREBY; provided that the foregoing limitation is not intended and shall not affect special damages actually awarded to a US-DOCS\91776486.8 third party or assessed by a governmental authority and for which a AMLP Group Member is properly entitled to indemnification pursuant to the express provisions of this AgreementINDEMNIFIED PARTIES.

Limitations Regarding Indemnification. (a) Andeavor With respect to Covered Environmental Losses under Section 2.1(a)(i) or Section 2.1(a)(ii) that arise out of an event, condition or matter that is first discovered after the Closing Date, neither WPTI nor CPT 2010 shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP any Group for a Covered Environmental Loss under Section 6.1 or a Covered EHS Loss under Section 6.3(b)(i) Member until such time as the total aggregate amount of all Losses incurred by the Partnership Group for such Covered Environmental Losses and Covered EHS Losses in such calendar year exceeds $800,000 1,000,000 (the “Annual Environmental Deductible”), at which time Andeavor WPTI and CPT 2010 shall be obligated to indemnify the AMLP Partnership Group for the amount excess of such Covered Environmental Losses over the Environmental Deductible. The aggregate liability of WPTI and CPT 2010 under Section 6.1 and Covered EHS Losses under Section 6.3(b)(i2.1(a) that are in excess of the Annual Environmental Deductible that are incurred by the AMLP Group in such calendar year. Andeavor shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the AMLP Group for any individual Loss under Section 6.2 until such time as the aggregate amount of all Losses under Section 6.2 that are in such calendar year exceeds $800,000 (the “Annual ROW Deductible”), at which time Andeavor shall be obligated to indemnify the AMLP Group above for all Losses under Section 6.2 in excess of the Annual ROW Deductible that are incurred by the AMLP Group in such calendar yearshall not exceed $10,000,000. (b) For the avoidance of doubt, (i) there is no deductible with respect to the indemnification owed by any Indemnifying Party under any portion of this Article II other than that described in Section 2.4(a) and no monetary cap on the amount of indemnity coverage provided by Andeavor any Indemnifying Party under this Article VI, and (ii) the AMLP Group will not be entitled to any indemnification hereunder to the extent it has already recovered for the same Loss under any II other provision of this Agreementthan that described in Section 2.4(a). (c) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANDEAVORANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED (INCLUDING ANY DIMINUTION IN VALUE OF ANY PARTY’S RESPECTIVE INVESTMENT IN THE PARTNERSHIP) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY AMLP GROUP MEMBER OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, REGARDLESS OF WHETHER EXCEPT AS A REIMBURSEMENT FOR ANY SUCH CLAIM ARISES UNDER DAMAGES AS ARE PAID TO A GOVERNMENTAL ENTITY OR RESULTS FROM CONTRACT, NEGLIGENCE, OR STRICT LIABILITY OF THE AMLP GROUP MEMBER WHOSE LIABILITY IS BEING WAIVED HEREBY; provided that the foregoing limitation is not intended and shall not affect special damages actually awarded to a US-DOCS\91776486.8 third party or assessed by a governmental authority and for which a AMLP Group Member is properly entitled to indemnification pursuant to the express provisions of this AgreementOTHER THIRD PARTY.