Common use of Limitations Regarding Indemnification Clause in Contracts

Limitations Regarding Indemnification. (a) The aggregate liability of SPLC under Section 2.1(a)(i), Section 2.1(a)(ii), Section 2.2, Section 2.3(a)(iii) and Section 2.3(a)(v) shall not exceed $15,000,000. (b) With respect to Covered Environmental Losses under Section 2.1(a)(i), 2.1(a)(ii) and Section 2.1(a)(iii), SPLC shall not be obligated to indemnify, defend or hold harmless any Group Member until such time as the aggregate amount of Losses incurred by the Partnership Group for such Covered Environmental Losses exceeds $500,000 (the “Environmental Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Covered Environmental Losses over the Environmental Deductible. (c) With respect to Covered Right-of-Way and Permits Losses, SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as the aggregate amount of Covered Right-of-Way and Permits Losses exceeds $500,000 (the “Right-of-Way and Permits Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Right-of-Way and Permits Deductible. (d) With respect to Losses covered under Section 2.3(a)(ii), SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as the aggregate amount of such Losses exceeds $500,000 (the “Retained Assets Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Retained Assets Deductible. (e) With respect to Losses covered under Section 2.3(a)(iii), SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as the aggregate amount of such Losses exceeds $500,000 (the “Litigation Matters Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Litigation Matters Deductible. (f) With respect to Losses covered under Section 2.3(a)(iv), SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as the aggregate amount of such Losses exceeds $500,000 (the “Tax Matters Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Tax Matters Deductible. (g) For the avoidance of doubt, 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(b) through 2.5(f) and no monetary cap on the amount of indemnity coverage provided by any Indemnifying Party under this Article 2 other than that that described in Section 2.5(a). (h) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY 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 THE PARTNERSHIP OR ANY JOINT VENTURE ENTITY) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY OTHER PERSON ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, EXCEPT AS A REIMBURSEMENT FOR ANY SUCH DAMAGES AS ARE PAID TO A GOVERNMENTAL ENTITY OR OTHER UNAFFILIATED THIRD PARTY, WHETHER OR NOT THE INDEMNIFYING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (i) 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, STRICT LIABILITY OR FAULT OF ANY OF THE INDEMNIFIED PERSONS.

Limitations Regarding Indemnification. (a) The aggregate liability of SPLC under Section 2.1(a)(i), Section 2.1(a)(ii), Section 2.2, Section 2.3(a)(iii) and Section 2.3(a)(v) shall not exceed $15,000,000. (b) With respect to Covered Environmental Losses under Section 2.1(a)(i), 2.1(a)(ii) and Section 2.1(a)(iii), SPLC shall not be obligated to indemnify, defend or hold harmless any Group Member until such time as the aggregate amount of Losses incurred by the Partnership Group for such Covered Environmental Losses exceeds $500,000 (the “Environmental Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Covered Environmental Losses over the Environmental Deductible. (c) With respect to Covered Right-of-Way and Permits Losses, SPLC CONE Gathering shall not be obligated to indemnify, defend and hold harmless any Group Member under this Agreement until such time as the total aggregate amount of Covered Right-of-Way and Permits Losses incurred by the Partnership Group for such Losses exceeds $500,000 (the “Right-of-Way and Permits Deductible”), at which time SPLC CONE Gathering shall be obligated to indemnify the Partnership Group for the excess amount of such Losses over in excess of the Right-of-Way and Permits Deductible; provided, however, that, with respect to any Losses incurred by any Group Member attributable to those matters identified on Schedule B, the Deductible shall be zero. (db) With respect to Losses covered under Section 2.3(a)(ii)None of the Partnership, SPLC DevCo I LP, DevCo II LP or DevCo III LP shall not be obligated to indemnify, defend and hold harmless any Group Member CONE Gathering under Section 2.2(a), Section 2.2(b), Section 2.2(c) and Section 2.2(d), respectively, of this Agreement until such time as the total aggregate amount of Losses incurred by the CONE Gathering Group for such Losses exceeds $500,000 (the “Retained Assets Deductible”), at which time SPLC the Partnership, DevCo I LP, DevCo II LP or DevCo III LP, as applicable, shall be obligated to indemnify the Partnership Group CONE Gathering for the excess of such Losses over the Retained Assets Deductible. (e) With respect to Losses covered under Section 2.3(a)(iii), SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as the aggregate amount of such Losses exceeds $500,000 (the “Litigation Matters Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the in excess of the Deductible. For the avoidance of doubt, the Deductible shall apply and be calculated separately for each of the Partnership, DevCo I LP, DevCo II LP and DevCo III LP, and indemnifiable Losses attributable to the Partnership, DevCo I LP, DevCo II LP and DevCo III LP shall not be aggregated for purposes of calculating the Deductible for each such Losses over the Litigation Matters Deductibleentity. (f) With respect to Losses covered under Section 2.3(a)(iv), SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as the aggregate amount of such Losses exceeds $500,000 (the “Tax Matters Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Tax Matters Deductible. (gc) 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(b) through 2.5(f) and no monetary cap on the amount of indemnity coverage provided by any Indemnifying Party under this Article 2 other than that that described II and (ii) the obligation of CONE Gathering to indemnify any Group Member under this Agreement shall be limited to the extent of the Losses incurred by the Partnership with respect to its direct or indirect ownership interest in Section 2.5(a)such Group Member. (hd) The indemnities set forth in Section 2.1(a), Section 2.1(b), Section 2.1(c), Section 2.1(d), Section 2.1(e) and Section 2.1(f) shall terminate on the third anniversary of the Closing Date. The indemnities set forth in Section 2.1(g) shall terminate on the fourth anniversary of the Closing Date. The indemnities set forth in Section 2.2 shall survive the Closing without time limit, to the fullest extent permitted by law. Notwithstanding the foregoing, there shall be no termination of any bona fide claim asserted pursuant to the indemnities in Section 2.1 prior to the date of termination for such indemnity. (e) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY 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 THE PARTNERSHIP OR ANY JOINT VENTURE ENTITYPARTNERSHIP) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY OTHER PERSON PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, EXCEPT AS A REIMBURSEMENT FOR ANY SUCH DAMAGES AS ARE PAID TO A GOVERNMENTAL ENTITY AUTHORITY OR OTHER UNAFFILIATED THIRD PARTY, WHETHER OR NOT THE INDEMNIFYING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (i) 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, STRICT LIABILITY OR FAULT OF ANY OF THE INDEMNIFIED PERSONS.

Limitations Regarding Indemnification. (a) The aggregate liability of SPLC under Section 2.1(a)(i), Section 2.1(a)(ii), Section 2.2, Section 2.3(a)(iii) and Section 2.3(a)(v) shall not exceed $15,000,000. (b) With respect to Covered Environmental Losses under Section 2.1(a)(i), 2.1(a)(ii) and Section 2.1(a)(iii2.1(a)(ii), SPLC the Western Parties shall not be obligated to indemnify, defend or and hold harmless the Partnership Group for any Group Member such Covered Environmental Loss until such time as the aggregate amount of Losses incurred by the Partnership Group for such Covered Environmental Losses associated with an individual claim exceeds $500,000 100,000 (the “Environmental Deductible”), at which time SPLC the Western Parties shall be obligated to indemnify the Partnership Group for the excess amount of such Covered Environmental Losses over with respect to such claim under Section 2.1(a)(i) and Section 2.1(a)(ii) that are in excess of the Environmental Deductible. (c) With respect to Covered Right-of-Way and Permits Losses, SPLC Deductible that are incurred by the Partnership Group. The Western Parties shall not be obligated to indemnify, defend and hold harmless the Partnership Group for any Group Member individual Loss under Section 2.2, Section 2.3(a)(ii), Section 2.3(a)(iv) or Section 2.3(a)(v) until such time as the aggregate amount of Covered Right-of-Way all Losses under Section 2.2, Section 2.3(a)(ii), Section 2.3(a)(iv) and Permits Losses Section 2.3(a)(v) exceeds $500,000 200,000 (the “RightNon-of-Way and Permits Environmental Deductible”), at which time SPLC the Western Parties shall be obligated to indemnify the Partnership Group for the excess of such all Losses over the Right-of-Way and Permits Deductible. (d) With respect to Losses covered under Section 2.2, Section 2.3(a)(ii), SPLC shall not be obligated to indemnify, defend Section 2.3(a)(iv) and hold harmless any Group Member until such time as Section 2.3(a)(v) in excess of the aggregate amount of such Losses exceeds $500,000 (the “Retained Assets Deductible”), at which time SPLC shall be obligated to indemnify Non-Environmental Deductible that are incurred by the Partnership Group for the excess of such Losses over the Retained Assets DeductibleGroup. (e) With respect to Losses covered under Section 2.3(a)(iii), SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as the aggregate amount of such Losses exceeds $500,000 (the “Litigation Matters Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Litigation Matters Deductible. (f) With respect to Losses covered under Section 2.3(a)(iv), SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as the aggregate amount of such Losses exceeds $500,000 (the “Tax Matters Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Tax Matters Deductible. (gb) For the avoidance of doubt, 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(b) through 2.5(f) and no monetary cap on the amount of indemnity coverage provided by any Indemnifying Party under this Article 2 other than that that described in Section 2.5(a)II. (hc) NOTWITHSTANDING ANYTHING Notwithstanding anything herein to the contrary, no Party shall be liable to any other Party for consequential, incidental or punitive damages, or for loss of profits or revenues incurred by such Party or any of its affiliated Persons that arise out of or relate to this Agreement, regardless of whether any such claim arises under or results from contract, tort, or strict liability; provided that the foregoing limitation is not intended and shall not affect special damages imposed in favor of unaffiliated Persons that are not Parties to this Agreement. THE PARTIES AGREE THAT THE RESTRICTIONS AND LIMITATIONS ON DAMAGES CONTAINED HEREIN TO DO NOT DEPRIVE THE CONTRARY, IN NO EVENT SHALL ANY 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 PARTIES OF ANY PARTY’S RESPECTIVE INVESTMENT IN THE PARTNERSHIP OR ANY JOINT VENTURE ENTITY) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY OTHER PERSON ENTITLED TO INDEMNIFICATION MINIMUM ADEQUATE REMEDIES UNDER THIS AGREEMENT, EXCEPT AS A REIMBURSEMENT FOR ANY SUCH DAMAGES AS ARE PAID TO A GOVERNMENTAL ENTITY TEXAS UCC SECTION 2-719 OR OTHER UNAFFILIATED THIRD PARTY, WHETHER OR NOT THE INDEMNIFYING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESAPPLICABLE LAW. (i) 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, STRICT LIABILITY OR FAULT OF ANY OF THE INDEMNIFIED PERSONS.

Limitations Regarding Indemnification. (a) The aggregate liability of SPLC under Section 2.1(a)(i), Section 2.1(a)(ii), Section 2.2, Section 2.3(a)(iii) and Section 2.3(a)(v) shall not exceed $15,000,000. (b) With respect to Covered Environmental Losses under Section 2.1(a)(i), 2.1(a)(ii) and Section 2.1(a)(iii), SPLC shall not be obligated to indemnify, defend or hold harmless any Group Member until such time as the aggregate amount of Losses incurred by the Partnership Group for such Covered Environmental Losses exceeds $500,000 (the “Environmental Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Covered Environmental Losses over the Environmental Deductible. (c) With respect to Covered Right-of-Way and Permits Losses, SPLC CONSOL shall not be obligated to indemnify, defend and hold harmless any Partnership Group Member under Section 2.1(a), Section 2.1(b), Section 2.1(c) and/or Section 2.1(d) until such time as the total aggregate amount of Covered Right-of-Way and Permits Losses incurred by the Partnership Group for such Losses exceeds $500,000 1,000,000 (the “Right-of-Way and Permits Deductible”), at which time SPLC CONSOL shall be obligated to indemnify the Partnership Group for the excess amount of such Losses over in excess of the Right-of-Way and Permits Deductible. (db) With respect to Losses covered under Section 2.3(a)(ii), SPLC The Partnership shall not be obligated to indemnify, defend and hold harmless any CONSOL Group Member under Section 2.2(b)(i) and/or Section 2.2(b)(ii) to the extent and only to the extent relating to periods prior to the Closing until such time as the total aggregate amount of Losses incurred by the CONSOL Group for such Losses exceeds $500,000 (the “Retained Assets Deductible”), at which time SPLC the Partnership shall be obligated to indemnify the Partnership CONSOL Group for the excess amount of such Losses over in excess of the Retained Assets Deductible. (e) With respect to Losses covered under Section 2.3(a)(iii), SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as the aggregate amount of such Losses exceeds $500,000 (the “Litigation Matters Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Litigation Matters Deductible. (f) With respect to Losses covered under Section 2.3(a)(iv), SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as the aggregate amount of such Losses exceeds $500,000 (the “Tax Matters Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Tax Matters Deductible. (gc) For the avoidance of doubt, 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(b) through 2.5(f) and no monetary cap on the amount of indemnity coverage provided by any Indemnifying Party under this Article 2 other than that that described in Section 2.5(a)II. (hd) The indemnities set forth in Section 2.1(a), Section 2.1(b), Section 2.1(c) and/or Section 2.1(d) shall terminate on the third anniversary of the Closing Date. The indemnities set forth in Section 2.1(e), Section 2.1(f), Section 2.1(g), Section 2.1(h) and Section 2.2(b) shall survive the Closing without time limit, to the fullest extent permitted by law. Notwithstanding the foregoing, there shall be no termination of any bona fide claim asserted pursuant to the indemnities in Section 2.1(a), Section 2.1(b), Section 2.1(c) and/or Section 2.1(d) prior to the date of termination for such indemnity. (e) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY A PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OBLIGATIONS CONTAINED IN THIS AGREEMENT SHALL BE LIMITED, TO THE FULLEST EXTENT PERMITTED BY LAW, TO ACTUAL DIRECT DAMAGES AND SHALL NOT INCLUDE ANY OTHER LOSS OR INCLUDE DAMAGE, INCLUDING INDIRECT, SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVEEXEMPLARY OR PUNITIVE DAMAGES, EXEMPLARYINCLUDING LOST PROFITS, SPECIAL PRODUCTION OR SIMILAR REVENUES, AND EACH PARTY EXPRESSLY RELEASES THE OTHER PARTY FROM ALL SUCH CLAIMS FOR LOSS OR DAMAGE OTHER THAN ACTUAL DIRECT DAMAGES; PROVIDED THAT LIMITATION TO DIRECT DAMAGES ONLY SHALL NOT APPLY TO ANY DAMAGE, CLAIM OR LOST PROFITS (INCLUDING ANY DIMINUTION IN VALUE OF ANY PARTY’S RESPECTIVE INVESTMENT IN LOSS ASSERTED BY OR AWARDED TO THIRD PARTIES AGAINST A PARTY AND FOR WHICH THE PARTNERSHIP OR ANY JOINT VENTURE ENTITY) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY OTHER PERSON ENTITLED TO INDEMNIFICATION PARTY WOULD OTHERWISE BE RESPONSIBLE UNDER THIS AGREEMENT, EXCEPT AS A REIMBURSEMENT FOR ANY SUCH DAMAGES AS ARE PAID TO A GOVERNMENTAL ENTITY OR OTHER UNAFFILIATED THIRD PARTY, WHETHER OR NOT THE INDEMNIFYING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESARTICLE II. (i) 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, STRICT LIABILITY OR FAULT OF ANY OF THE INDEMNIFIED PERSONS.

Limitations Regarding Indemnification. (a) The aggregate liability of SPLC under Section 2.1(a)(i), Section 2.1(a)(ii), Section 2.2, Section 2.3(a)(iii) and Section 2.3(a)(v) shall not exceed $15,000,000. (b) With respect to Covered Environmental Losses under Section 2.1(a)(i), 2.1(a)(ii) and Section 2.1(a)(iii), SPLC shall not be obligated to indemnify, defend or hold harmless any Group Member until such time as the aggregate amount of Losses incurred by the Partnership Group for such Covered Environmental Losses exceeds $500,000 (the “Environmental Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Covered Environmental Losses over the Environmental Deductible. (c) With respect to Covered Right-of-Way and Permits Losses, SPLC CONSOL Parties shall not be obligated to indemnify, defend and hold harmless any Group Member the Partnership Parties until such time as the total aggregate amount of Covered Right-of-Way and Permits Losses Damages incurred by the Partnership Group for such Damages exceeds $500,000 880,000 (the “Right-of-Way and Permits Deductible”), at which time SPLC the CONSOL Parties shall be obligated to indemnify the Partnership Group for the amount of such Damages in excess of such Losses over the Right-of-Way and Permits Deductible; provided, however, that the CONSOL Parties shall not be liable for Damages pursuant to Section 7.1 (but not including Damages for breaches of Fundamental Representations) that exceed, in the aggregate, $8,800,000 (the “Cap”). (db) With respect to Losses covered under Section 2.3(a)(ii), SPLC The Partnership Parties shall not be obligated to indemnify, defend and hold harmless any Group Member the CONSOL Parties, until such time as the total aggregate amount of Damages incurred by the CONSOL Parties for such Losses Damages exceeds $500,000 (the “Retained Assets Deductible”), at which time SPLC the Partnership Parties shall be obligated to indemnify the Partnership Group CONSOL Parties for the amount of such Damages in excess of such Losses over the Retained Assets Deductible; provided, however, that the Partnership Parties shall not be liable for Damages that exceed, in the aggregate, the Cap. (c) The liability of the CONSOL Parties for the breach of any of the representations and warranties of the CONSOL Parties set forth in Section 3.1 other than the Fundamental Representations shall be limited to claims for which the Partnership Parties deliver written notice to the CONSOL Parties on or before the date that is 18 months after the Closing Date. The indemnity of the CONSOL Parties for the breach of any of the representations and warranties of the CONSOL Parties set forth in Section 3.1(a), Section 3.1(b), Section 3.1(c) and Section 3.1(i) (the “Fundamental Representations”) shall survive indefinitely or until the latest date permitted by Law. The liability of the CONSOL Parties for failure to perform any of the covenants described in Article IV shall be limited to claims for which the Partnership Parties deliver written notice to the CONSOL Parties on or before the date CONSOL fully performs its obligations under those covenants. The liability of the CONSOL Parties for Damages for claims related to or arising from breach of the covenants described in Section 8.1 shall be limited to claims for which the Partnership Parties deliver written notice to the CONSOL on or before the date that is 90 days after the expiration of the applicable statute of limitations. (d) The liability of the Partnership Parties for the breach of any of the representations and warranties of the Partnership Parties set forth in Section 3.2 shall be limited to claims for which the CONSOL Parties deliver written notice to the Partnership Parties on or before the date that is 18 months after the Closing Date. (e) With For purposes of determining the amount of Damages, with respect to Losses covered under Section 2.3(a)(iii)any asserted claim for indemnification by the Partnership Parties, SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as the aggregate amount of such Losses exceeds $500,000 (the “Litigation Matters Deductible”), at which time SPLC determination shall be obligated made without regard to indemnify the Partnership Group for the excess of such Losses over the Litigation Matters Deductibleany qualifier as to “material,” “materiality” or Sponsor Material Adverse Effect expressly contained in Section 3.1. (f) With respect to Losses covered under Section 2.3(a)(iv), SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as the aggregate amount of such Losses exceeds $500,000 (the “Tax Matters Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Tax Matters Deductible. (g) For the avoidance of doubt, 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(b) through 2.5(f) and no monetary cap on the amount of indemnity coverage provided by any Indemnifying Party under this Article 2 other than that that described in Section 2.5(a). (h) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY A PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OBLIGATIONS CONTAINED IN THIS AGREEMENT SHALL BE LIMITED, TO THE FULLEST EXTENT PERMITTED BY LAW, TO ACTUAL DIRECT DAMAGES AND SHALL NOT INCLUDE ANY OTHER LOSS OR INCLUDE DAMAGE, INCLUDING INDIRECT, SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVEEXEMPLARY OR PUNITIVE DAMAGES, EXEMPLARYINCLUDING LOST PROFITS, SPECIAL PRODUCTION OR SIMILAR REVENUES, AND EACH PARTY EXPRESSLY RELEASES THE OTHER PARTY FROM ALL SUCH CLAIMS FOR LOSS OR DAMAGE OTHER THAN ACTUAL DIRECT DAMAGES; PROVIDED THAT LIMITATION TO DIRECT DAMAGES ONLY SHALL NOT APPLY TO ANY DAMAGE, CLAIM OR LOST PROFITS (INCLUDING ANY DIMINUTION IN VALUE OF ANY PARTY’S RESPECTIVE INVESTMENT IN LOSS ASSERTED BY OR AWARDED TO THIRD PARTIES AGAINST A PARTY AND FOR WHICH THE PARTNERSHIP OR ANY JOINT VENTURE ENTITY) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY OTHER PERSON ENTITLED TO INDEMNIFICATION PARTY WOULD OTHERWISE BE RESPONSIBLE UNDER THIS AGREEMENT, EXCEPT AS A REIMBURSEMENT FOR ANY SUCH DAMAGES AS ARE PAID TO A GOVERNMENTAL ENTITY OR OTHER UNAFFILIATED THIRD PARTY, WHETHER OR NOT THE INDEMNIFYING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESARTICLE VII. (i) 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, STRICT LIABILITY OR FAULT OF ANY OF THE INDEMNIFIED PERSONS.

Limitations Regarding Indemnification. (a) The aggregate liability of SPLC under Section 2.1(a)(i), Section 2.1(a)(ii), Section 2.2, Section 2.3(a)(iii) and Section 2.3(a)(v) shall not exceed $15,000,000. (b) With respect to Covered Environmental Losses under Section 2.1(a)(i), 2.1(a)(ii) and Section 2.1(a)(iii), SPLC shall not be obligated to indemnify, defend or hold harmless any Group Member until such time as the aggregate amount of Losses incurred by the Partnership Group for such Covered Environmental Losses exceeds $500,000 (the “Environmental Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Covered Environmental Losses over the Environmental Deductible. (c) With respect to Covered Right-of-Way and Permits Losses, SPLC HEP shall not be obligated to indemnify, defend and hold harmless any Group Member under this Agreement until such time as the total aggregate amount of Covered Right-of-Way and Permits Losses incurred by the Partnership Group for such Losses exceeds $500,000 (the “Right-of-Way and Permits Deductible”), at which time SPLC HEP shall be obligated to indemnify the Partnership Group for the excess amount of such Losses over in excess of the Right-of-Way and Permits Deductible. (db) With respect to Losses covered under Section 2.3(a)(ii), SPLC The Partnership Group shall not be obligated to indemnify, defend and hold harmless any HEP Group Member under Section 2.2 of this Agreement until such time as the total aggregate amount of Losses incurred by the HEP Group for such Losses exceeds $500,000 (the “Retained Assets Deductible”), at which time SPLC the Partnership Group shall be obligated to indemnify the Partnership HEP Group for the excess amount of such Losses over in excess of the Retained Assets Deductible. (e) With respect to Losses covered under Section 2.3(a)(iii), SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as the aggregate amount of such Losses exceeds $500,000 (the “Litigation Matters Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Litigation Matters Deductible. (f) With respect to Losses covered under Section 2.3(a)(iv), SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as the aggregate amount of such Losses exceeds $500,000 (the “Tax Matters Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Tax Matters Deductible. (gc) 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(b) through 2.5(f) and no monetary cap on the amount of indemnity coverage provided by any Indemnifying Party under this Article 2 other than II and (ii) the Partnership Group’s indemnification obligation under this Agreement shall be reduced on a dollar for dollar basis pro rata relative to HEP’s direct or indirect ownership interest in a Group Member that that described in Section 2.5(a)owns or leases or otherwise controls the Assets with respect to which an indemnification obligation for Losses exists. (hd) The indemnities set forth in Section 2.1(a), Section 2.1(b), Section 2.1(c), Section 2.1(d), Section 2.1(e) and Section 2.1(f) shall terminate on the third anniversary of the Closing Date. The indemnities set forth in Section 2.1(g) shall terminate on the fourth anniversary of the Closing Date. The indemnities set forth in Section 2.2 shall survive the Closing without time limit, to the fullest extent permitted by law. Notwithstanding the foregoing, there shall be no termination of any bona fide claim asserted pursuant to the indemnities in Section 2.1 prior to the date of termination for such indemnity. (e) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ANY 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 THE PARTNERSHIP OR ANY JOINT VENTURE ENTITYPARTNERSHIP) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY OTHER PERSON PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, EXCEPT AS A REIMBURSEMENT FOR ANY SUCH DAMAGES AS ARE PAID TO A GOVERNMENTAL ENTITY AUTHORITY OR OTHER UNAFFILIATED THIRD PARTY, WHETHER OR NOT THE INDEMNIFYING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (i) 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, STRICT LIABILITY OR FAULT OF ANY OF THE INDEMNIFIED PERSONS.

Limitations Regarding Indemnification. (a) The indemnification obligations (i) set forth in Section 8.1(a)(i) and (ii) (other than for a breach of Section 5.9 and Section 5.10 of this Agreement) and Section 8.1(b)(i) and (ii) shall terminate on the eighteen-month anniversary of the Closing except as otherwise provided in Section 8.2(a)(iii) below, (ii) set forth in Section 8.1(a)(iii) and (iv) and Section 8.1(b)(iii) and (iv) shall terminate on the 60th day after the termination of any applicable statute of limitations, and (iii) that relate to any breach of any representations and warranties set forth in Section 4.9 and Section 4.10 (a “Title Representation Breach”) shall terminate on the third anniversary of the Closing Date; provided, however, that any such indemnification obligation with respect to an Adverse Consequence shall survive the time at which it would otherwise expire pursuant to this Section 8.2(a) if notice of such Adverse Consequence is properly given by the party seeking indemnification (the “Indemnified Party”) to the party from which indemnification is sought (the “Indemnifying Party”) prior to such time. (b) The aggregate liability of SPLC EQT Gathering under Section 2.1(a)(i), Section 2.1(a)(ii), Section 2.2, Section 2.3(a)(iii8.1(a)(i) and Section 2.3(a)(v) other than for liability arising from a Title Representation Breach shall not exceed $15,000,000. (b) With respect to Covered Environmental Losses 15% of the Consideration. The aggregate liability of EQT Gathering under Section 2.1(a)(i), 2.1(a)(ii8.1(a)(i) and Section 2.1(a)(iii), SPLC for Title Representation Breaches shall not be obligated exceed the Consideration paid pursuant to indemnify, defend or hold harmless any Group Member until such time as the aggregate amount Section 2.8(a) of Losses incurred by the Partnership Group for such Covered Environmental Losses exceeds $500,000 (the “Environmental Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Covered Environmental Losses over the Environmental Deductiblethis Agreement. (c) With The aggregate liability of EQM under Section 8.1(b)(i) with respect to Covered Right-of-Way a breach of the representations and Permits Losseswarranties set forth in Section 3.5 of this Agreement, SPLC shall not be obligated exceed the dollar value on the Closing Date of the Consideration paid pursuant to indemnify, defend Sections 2.8(b) and hold harmless any Group Member until such time as the aggregate amount (c) of Covered Right-of-Way and Permits Losses exceeds $500,000 (the “Right-of-Way and Permits Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Right-of-Way and Permits Deductiblethis Agreement. (d) With respect No claims may be made against EQT Gathering for indemnification pursuant to Losses covered under Section 2.3(a)(ii), SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as 8.1(a)(i) unless the aggregate dollar amount of the Adverse Consequence suffered or incurred by the EQM Protected Parties exceeds $250,000, after which EQT Gathering shall be liable for the full amount of such Losses exceeds $500,000 (the “Retained Assets Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the claims in excess of such Losses over $250,000, subject to the Retained Assets Deductiblelimitations of Section 8.2(b). (e) With respect No claims may be made against EQM for indemnification pursuant to Losses covered under Section 2.3(a)(iii), SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as 8.2(b)(i) unless the aggregate dollar amount of the Adverse Consequence suffered or incurred by the EQT Gathering Protected Parties exceeds $250,000, after which EQM shall be liable for the full amount of such Losses exceeds $500,000 (the “Litigation Matters Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the claims in excess of such Losses over $250,000, subject to the Litigation Matters Deductiblelimitations of Section 8.2(c). (f) With respect to Losses covered under Section 2.3(a)(iv), SPLC In no event shall not EQT Gathering be obligated to indemnifythe EQM Protected Parties under Section 8.1(a) for any Adverse Consequence to the extent (i) any insurance proceeds are realized by the EQM Protected Parties, defend such correlative benefit to be net of any incremental insurance premium that becomes due and hold harmless any Group Member until such time payable by the EQM Protected Parties as the aggregate amount a result of such Losses exceeds $500,000 claim, or (ii) any amounts are recovered by the “Tax Matters Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Tax Matters DeductibleEQM Protected Parties from third persons. (g) For the avoidance of doubt, there is In no deductible with respect event shall EQM be obligated to the indemnification owed by EQT Gathering Protected Parties under Section 8.1(b) for any Indemnifying Party under any portion of this Article 2 other than that described in Sections 2.5(b) through 2.5(f) and no monetary cap on Adverse Consequence to the amount of indemnity coverage provided by any Indemnifying Party under this Article 2 other than that that described in Section 2.5(a). (h) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY 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 THE PARTNERSHIP OR ANY JOINT VENTURE ENTITY) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY OTHER PERSON ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, EXCEPT AS A REIMBURSEMENT FOR ANY SUCH DAMAGES AS ARE PAID TO A GOVERNMENTAL ENTITY OR OTHER UNAFFILIATED THIRD PARTY, WHETHER OR NOT THE INDEMNIFYING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. extent (i) 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 SOLEany insurance proceeds are realized by the EQT Gathering Protected Parties, CONCURRENTsuch correlative benefit to be net of any incremental insurance premium that becomes due and payable by the EQT Gathering Protected Parties as a result of such claim, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF ANY OF THE INDEMNIFIED PERSONSor (ii) any amounts are recovered by the EQT Gathering Protected Parties from third persons. In no event shall EQM be obligated (whether by way of contribution or otherwise) to the EQT Gathering Protected Parties after the Closing Date for any Adverse Consequences owed by EQT Gathering prior to the Closing Date.

Limitations Regarding Indemnification. (a) The aggregate liability of SPLC under Section 2.1(a)(i), Section 2.1(a)(ii), Section 2.2, Section 2.3(a)(iii) and Section 2.3(a)(v) shall not exceed $15,000,000. (b) With respect to Covered Environmental Losses under Section 2.1(a)(i), 2.1(a)(ii) and Section 2.1(a)(iii), SPLC shall not be obligated to indemnify, defend or hold harmless any Group Member until such time as the aggregate amount of Losses incurred by the Partnership Group for such Covered Environmental Losses exceeds $500,000 (the “Environmental Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Covered Environmental Losses over the Environmental Deductible. (c) With respect to Covered Right-of-Way and Permits Losses, SPLC CONSOL shall not be obligated to indemnify, defend and hold harmless any Partnership Group Member under Section 2.1(a), Section 2.1(b), Section 2.1(c) and/or Section 2.1(d) until such time as the total aggregate amount of Covered Right-of-Way and Permits Losses incurred by the Partnership Group for such Losses exceeds $500,000 1,000,000 (the “Right-of-Way and Permits Deductible”), at which time SPLC CONSOL shall be obligated to indemnify the Partnership Group for the excess amount of such Losses over in excess of the Right-of-Way and Permits Deductible. (db) With respect to Losses covered under Section 2.3(a)(ii), SPLC The Partnership shall not be obligated to indemnify, defend and hold harmless any CONSOL Group Member (i) under Section 2.2(b)(i) and/or Section 2.2(b)(ii) with respect to the IPO Assets and the IPO Asset Assumed Obligations to the extent and only to the extent relating to periods prior to the IPO Closing Date and/or (ii) under Section 2.2(b)(ii) with respect to the First Drop Down Assets and the First Drop Down Assumed Obligations to the extent and only to the extent relating to periods prior to the First Drop Down Closing Date, in each case until such time as the total aggregate amount of Losses incurred by the CONSOL Group for such Losses exceeds $500,000 (the “Retained Assets Deductible”), at which time SPLC the Partnership shall be obligated to indemnify the Partnership CONSOL Group for the excess amount of such Losses over in excess of the Retained Assets Deductible. (e) With respect to Losses covered under Section 2.3(a)(iii), SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as the aggregate amount of such Losses exceeds $500,000 (the “Litigation Matters Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Litigation Matters Deductible. (f) With respect to Losses covered under Section 2.3(a)(iv), SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as the aggregate amount of such Losses exceeds $500,000 (the “Tax Matters Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Tax Matters Deductible. (gc) For the avoidance of doubt, 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(b) through 2.5(f) and no monetary cap on the amount of indemnity coverage provided by any Indemnifying Party under this Article 2 other than that that described in Section 2.5(a)II. (d) The indemnities set forth in Section 2.1(a), Section 2.1(b)(i), Section 2.1(c)(i) and/or Section 2.1(d)(i) shall terminate on the third anniversary of the IPO Closing Date. The indemnities set forth in Section 2.1(b)(ii), Section 2.1(c)(ii) and/or Section 2.1(d)(ii) shall terminate on the third anniversary of the First Drop Down Closing Date. The indemnities set forth in Section 2.1(e), Section 2.1(f), Section 2.1(g), Section 2.1 (h) and Section 2.2(b) shall survive without time limit, to the fullest extent permitted by law. Notwithstanding the foregoing, there shall be no termination of any bona fide claim asserted pursuant to the indemnities in Section 2.1(a), Section 2.1(b), Section 2.1(c) and/or Section 2.1(d) prior to the date of termination for such indemnity. (e) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY A PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OBLIGATIONS CONTAINED IN THIS AGREEMENT SHALL BE LIMITED, TO THE FULLEST EXTENT PERMITTED BY LAW, TO ACTUAL DIRECT DAMAGES AND SHALL NOT INCLUDE ANY OTHER LOSS OR INCLUDE DAMAGE, INCLUDING INDIRECT, SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVEEXEMPLARY OR PUNITIVE DAMAGES, EXEMPLARYINCLUDING LOST PROFITS, SPECIAL PRODUCTION OR SIMILAR REVENUES, AND EACH PARTY EXPRESSLY RELEASES THE OTHER PARTY FROM ALL SUCH CLAIMS FOR LOSS OR DAMAGE OTHER THAN ACTUAL DIRECT DAMAGES; PROVIDED THAT LIMITATION TO DIRECT DAMAGES ONLY SHALL NOT APPLY TO ANY DAMAGE, CLAIM OR LOST PROFITS (INCLUDING ANY DIMINUTION IN VALUE OF ANY PARTY’S RESPECTIVE INVESTMENT IN LOSS ASSERTED BY OR AWARDED TO THIRD PARTIES AGAINST A PARTY AND FOR WHICH THE PARTNERSHIP OR ANY JOINT VENTURE ENTITY) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY OTHER PERSON ENTITLED TO INDEMNIFICATION PARTY WOULD OTHERWISE BE RESPONSIBLE UNDER THIS AGREEMENT, EXCEPT AS A REIMBURSEMENT FOR ANY SUCH DAMAGES AS ARE PAID TO A GOVERNMENTAL ENTITY OR OTHER UNAFFILIATED THIRD PARTY, WHETHER OR NOT THE INDEMNIFYING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESARTICLE II. (i) 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, STRICT LIABILITY OR FAULT OF ANY OF THE INDEMNIFIED PERSONS.

Limitations Regarding Indemnification. (a) The aggregate liability of SPLC under Section 2.1(a)(i), Section 2.1(a)(ii), Section 2.2, Section 2.3(a)(iii) and Section 2.3(a)(v) shall not exceed $15,000,000. (b) With respect to Covered Environmental Losses under Section 2.1(a)(i), 2.1(a)(ii) and Section 2.1(a)(iii2.1(a)(ii), SPLC the Western Parties shall not be obligated to indemnify, defend or and hold harmless the Partnership Group for any Group Member such Covered Environmental Loss until such time as the aggregate amount of Losses incurred by the Partnership Group for such Covered Environmental Losses associated with an individual claim exceeds $500,000 100,000 (the “Environmental Deductible”), at which time SPLC the Western Parties shall be obligated to indemnify the Partnership Group for the excess amount of such Covered Environmental Losses over with respect to such claim under Section 2.1(a)(i) and Section 2.1(a)(ii) that are in excess of the Environmental Deductible. (c) With respect to Covered Right-of-Way and Permits Losses, SPLC Deductible that are incurred by the Partnership Group. The Western Parties shall not be obligated to indemnify, defend and hold harmless the Partnership Group for any Group Member individual Loss under Section 2.2, Section 2.3 (a)(ii), Section 2.3(a)(iv) or Section 2.3(a)(v) until such time as the aggregate amount of Covered Right-of-Way all Losses under Section 2.2, Section 2.3(a)(ii), Section 2.3(a) (iv) and Permits Losses Section 2.3(a)(v) exceeds $500,000 200,000 (the “RightNon-of-Way and Permits Environmental Deductible”), at which time SPLC the Western Parties shall be obligated to indemnify the Partnership Group for the excess of such all Losses over the Right-of-Way and Permits Deductible. (d) With respect to Losses covered under Section 2.2, Section 2.3(a)(ii), SPLC shall not be obligated to indemnify, defend Section 2.3(a)(iv) and hold harmless any Group Member until such time as Section 2.3(a)(v) in excess of the aggregate amount of such Losses exceeds $500,000 (the “Retained Assets Deductible”), at which time SPLC shall be obligated to indemnify Non- Environmental Deductible that are incurred by the Partnership Group for the excess of such Losses over the Retained Assets DeductibleGroup. (e) With respect to Losses covered under Section 2.3(a)(iii), SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as the aggregate amount of such Losses exceeds $500,000 (the “Litigation Matters Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Litigation Matters Deductible. (f) With respect to Losses covered under Section 2.3(a)(iv), SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as the aggregate amount of such Losses exceeds $500,000 (the “Tax Matters Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Tax Matters Deductible. (gb) For the avoidance of doubt, 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(b) through 2.5(f) and no monetary cap on the amount of indemnity coverage provided by any Indemnifying Party under this Article 2 other than that that described in Section 2.5(a)II. (hc) NOTWITHSTANDING ANYTHING Notwithstanding anything herein to the contrary, no Party shall be liable to any other Party for consequential, incidental or punitive damages, or for loss of profits or revenues incurred by such Party or any of its affiliated Persons that arise out of or relate to this Agreement, regardless of whether any such claim arises under or results from contract, tort, or strict liability; provided that the foregoing limitation is not intended and shall not affect special damages imposed in favor of unaffiliated Persons that are not Parties to this Agreement. THE PARTIES AGREE THAT THE RESTRICTIONS AND LIMITATIONS ON DAMAGES CONTAINED HEREIN TO DO NOT DEPRIVE THE CONTRARY, IN NO EVENT SHALL ANY 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 PARTIES OF ANY PARTY’S RESPECTIVE INVESTMENT IN THE PARTNERSHIP OR ANY JOINT VENTURE ENTITY) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY OTHER PERSON ENTITLED TO INDEMNIFICATION MINIMUM ADEQUATE REMEDIES UNDER THIS AGREEMENT, EXCEPT AS A REIMBURSEMENT FOR ANY SUCH DAMAGES AS ARE PAID TO A GOVERNMENTAL ENTITY TEXAS UCC SECTION 2-719 OR OTHER UNAFFILIATED THIRD PARTY, WHETHER OR NOT THE INDEMNIFYING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESAPPLICABLE LAW. (i) 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, STRICT LIABILITY OR FAULT OF ANY OF THE INDEMNIFIED PERSONS.

Limitations Regarding Indemnification. (a) The aggregate liability of SPLC BP Pipelines under Section 2.1(a)(i), Section 2.1(a)(ii), Section 2.2, Section 2.3(a)(iii) and Section 2.3(a)(v) shall not exceed $15,000,00015,000,000 (fifteen million U.S. dollars). (b) The aggregate liability of BP Pipelines under Section 2.3(a)(i) shall not exceed the amount of the total proceeds received by BP Pipelines Entities under the Contribution Agreement on the Closing Date. (c) The aggregate liability of BP Pipelines for the matters set forth on Schedule A shall not exceed $25,000,000 (twenty-five million U.S. dollars). (d) With respect to Covered Environmental Losses under Section 2.1(a)(i), 2.1(a)(ii) and Section 2.1(a)(iii2.1(a)(ii), SPLC BP Pipelines shall not be obligated to indemnify, defend or hold harmless any member of the Partnership Group Member until such time as the aggregate amount of Losses incurred by the Partnership Group for such Covered Environmental Losses exceeds $500,000 (five hundred thousand U.S. dollars) (the “Environmental Deductible”), at which time SPLC BP Pipelines shall be obligated to indemnify the Partnership Group for the excess of such Covered Environmental Losses over the Environmental Deductible.. The Environmental Deductible shall not apply to items identified on Schedule A. (ce) With respect to Covered Right-of-Way and Permits LossesLosses under Section 2.2, SPLC BP Pipelines shall not be obligated to indemnify, defend and hold harmless any member of the Partnership Group Member until such time as the aggregate amount of Covered Right-of-Way and Permits Losses exceeds $500,000 (five hundred thousand U.S. dollars) (the “Right-of-Way and Permits Deductible”), at which time SPLC BP Pipelines shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Right-of-Way and Permits Deductible. (d) With respect to Losses covered under Section 2.3(a)(ii), SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as the aggregate amount of such Losses exceeds $500,000 (the “Retained Assets Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Retained Assets Deductible. (e) With respect to Losses covered under Section 2.3(a)(iii), SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as the aggregate amount of such Losses exceeds $500,000 (the “Litigation Matters Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Litigation Matters Deductible. (f) With respect to Losses covered under Section 2.3(a)(iv), SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as the aggregate amount of such Losses exceeds $500,000 (the “Tax Matters Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Tax Matters Deductible. (g) For the avoidance of doubt, 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(b) through 2.5(f) and no monetary cap on the amount of indemnity coverage provided by any Indemnifying Party under this Article 2 other than that that described in Section 2.5(a). (h) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY 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 THE PARTNERSHIP OR ANY JOINT VENTURE ENTITY) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY OTHER PERSON ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, EXCEPT AS A REIMBURSEMENT FOR ANY SUCH DAMAGES AS ARE PAID TO A GOVERNMENTAL ENTITY OR OTHER UNAFFILIATED THIRD PARTY, WHETHER OR NOT THE INDEMNIFYING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (i) 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, STRICT LIABILITY OR FAULT OF ANY OF THE INDEMNIFIED PERSONS.

Limitations Regarding Indemnification. (a) The indemnification obligations (i) set forth in Section 8.1(a)(i) and (ii) and Section 8.1(b)(i) and (ii) shall terminate on the eighteen-month anniversary of the Closing except as otherwise provided in Section 8.2(a)(iv) below, (ii) set forth in Section 8.1(b)(iii) shall terminate on the 60th day after the termination of any applicable statute of limitations, (iii) set forth in Section 8.1(a)(iii) and Section 8.1(b)(iv) shall terminate on the 60th day after the termination of any applicable statute of limitations, and (iv) that relate to any breach of any representations and warranties set forth in Section 4.11 (a “Title Representation Breach”) shall terminate on the third anniversary of the Closing Date; provided, however, that any such indemnification obligation with respect to an Adverse Consequence shall survive the time at which it would otherwise expire pursuant to this Section 8.2(a) if notice of such Adverse Consequence is properly given by the party seeking indemnification (the “Indemnified Party”) to the party from which indemnification is sought (the “Indemnifying Party”) prior to such time. (b) The aggregate liability of SPLC Holdings under Section 2.1(a)(i), Section 2.1(a)(ii), Section 2.2, Section 2.3(a)(iii8.1(a)(i) and Section 2.3(a)(v) other than for liability arising from a Title Representation Breach shall not exceed $15,000,000. (b) With respect to Covered Environmental Losses 90,000,000. The aggregate liability of Holdings under Section 2.1(a)(i), 2.1(a)(ii8.1(a)(i) and Section 2.1(a)(iii), SPLC for Title Representation Breaches shall not be obligated exceed the Merger Consideration paid pursuant to indemnify, defend or hold harmless any Group Member until such time as the aggregate amount Section 2.7(a)(i) of Losses incurred by the Partnership Group for such Covered Environmental Losses exceeds $500,000 (the “Environmental Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Covered Environmental Losses over the Environmental Deductiblethis Agreement. (c) With The aggregate liability of EQM under Section 8.1(b)(i) with respect to Covered Right-of-Way a breach of the representations and Permits Losseswarranties set forth in Section 3.5 of this Agreement, SPLC shall not be obligated exceed the dollar value on the Closing Date of the Merger Consideration paid pursuant to indemnify, defend Sections 2.7(a)(ii) and hold harmless any Group Member until such time as the aggregate amount (iii) of Covered Right-of-Way and Permits Losses exceeds $500,000 (the “Right-of-Way and Permits Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Right-of-Way and Permits Deductiblethis Agreement. (d) With respect No claims may be made against Holdings for indemnification pursuant to Losses covered under Section 2.3(a)(ii), SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as 8.1(a)(i) unless the aggregate dollar amount of the Adverse Consequence suffered or incurred by the EQM Protected Parties exceeds $250,000, after which Holdings shall be liable for the full amount of such Losses exceeds $500,000 (the “Retained Assets Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the claims in excess of such Losses over $250,000, subject to the Retained Assets Deductiblelimitations of Section 8.2(b). (e) With respect No claims may be made against EQM for indemnification pursuant to Losses covered under Section 2.3(a)(iii), SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as 8.2(b)(i) unless the aggregate dollar amount of the Adverse Consequence suffered or incurred by the Holdings Protected Parties exceeds $250,000, after which EQM shall be liable for the full amount of such Losses exceeds $500,000 (the “Litigation Matters Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the claims in excess of such Losses over $250,000, subject to the Litigation Matters Deductiblelimitations of Section 8.2(c). (f) With respect to Losses covered under Section 2.3(a)(iv), SPLC In no event shall not Holdings be obligated to indemnifythe EQM Protected Parties under Section 8.1(a) for any Adverse Consequence to the extent (i) any insurance proceeds are realized by the EQM Protected Parties, defend such correlative benefit to be net of any incremental insurance premium that becomes due and hold harmless any Group Member until such time payable by the EQM Protected Parties as the aggregate amount a result of such Losses exceeds $500,000 claim, (ii) any amounts are recovered by the EQM Protected Parties from third persons, or (iii) any amounts may be recovered from customers under Equitrans’ tariff filed with the Federal Energy Regulatory Commission (the “Tax Matters DeductibleFERC”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Tax Matters Deductible. (g) For the avoidance of doubt, there is In no deductible with respect event shall EQM be obligated to the indemnification owed by Holdings Protected Parties under Section 8.1(b) for any Indemnifying Party under any portion of this Article 2 other than that described in Sections 2.5(b) through 2.5(f) and no monetary cap on Adverse Consequence to the amount of indemnity coverage provided by any Indemnifying Party under this Article 2 other than that that described in Section 2.5(a). (h) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY 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 THE PARTNERSHIP OR ANY JOINT VENTURE ENTITY) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY OTHER PERSON ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, EXCEPT AS A REIMBURSEMENT FOR ANY SUCH DAMAGES AS ARE PAID TO A GOVERNMENTAL ENTITY OR OTHER UNAFFILIATED THIRD PARTY, WHETHER OR NOT THE INDEMNIFYING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. extent (i) 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 SOLEany insurance proceeds are realized by the Holdings Protected Parties, CONCURRENTsuch correlative benefit to be net of any incremental insurance premium that becomes due and payable by the Holdings Protected Parties as a result of such claim, ACTIVE OR PASSIVE NEGLIGENCE(ii) any amounts are recovered by the Holdings Protected Parties from third persons, STRICT LIABILITY OR FAULT OF ANY OF THE INDEMNIFIED PERSONSor (iii) any amounts may be recovered from customers under Equitrans’ tariff filed with the FERC. In no event shall EQM be obligated (whether by way of contribution or otherwise) to the Holdings Protected Parties after the Effective Time for any Adverse Consequences owed by Sunrise prior to the Effective Time.

Limitations Regarding Indemnification. (a) The indemnification obligations (i) set forth in Section 9.1(a)(i) and (ii), Section 9.1(b)(i) and (ii), and Section 9.1(c)(i) and (ii) shall terminate on the eighteen-month anniversary of the applicable Closing except as otherwise provided in Section 9.2(a)(iii) below, (ii) set forth in Section 9.1(a)(iii) and (iv), Section 9.1(b)(iii) and Section 9.1(c)(iii) and (iv) shall terminate on the 60th day after the termination of any applicable statute of limitations, and (iii) that relate to any breach of any representations and warranties set forth in Section 4.9, Section 4.10 (such breach under either Section, a “Title Representation Breach”) or Section 5.10 shall terminate on the later of (A) the third anniversary of the Closing Date of the Asset Contribution or (B) ninety days following the completion of any of the MPPS Expansions to which a representation or warranty made in Section 4.9 or Section 4.10 directly relates; provided, however, that any such indemnification obligation with respect to an Adverse Consequence shall survive the time at which it would otherwise expire pursuant to this Section 9.2(a) if notice of such Adverse Consequence is properly given by the party seeking indemnification (the “Indemnified Party”) to the party from which indemnification is sought (the “Indemnifying Party”) prior to such time. (b) The aggregate liability of SPLC EQT Gathering and EESH under Section 2.1(a)(i), Section 2.1(a)(ii), Section 2.2, Section 2.3(a)(iii9.1(a)(i) and Section 2.3(a)(v9.1(b)(i) other than for liability arising from a Title Representation Breach by EQT Gathering shall not exceed $15,000,000. 15% of the Consideration. The aggregate liability of EQT Gathering and EESH under Section 9.1(a)(i) and Section 9.1(b)(i) for Title Representation Breaches shall not exceed the Consideration paid pursuant to Section 2.8 (a) and (b) With respect to Covered Environmental Losses under Section 2.1(a)(i), 2.1(a)(ii) and Section 2.1(a)(iii), SPLC shall not be obligated to indemnify, defend or hold harmless any Group Member until such time as the aggregate amount of Losses incurred by the Partnership Group for such Covered Environmental Losses exceeds $500,000 (the “Environmental Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Covered Environmental Losses over the Environmental Deductiblethis Agreement. (c) With The aggregate liability of EQM under Section 9.1(c)(i) with respect to Covered Right-of-Way a breach of the representations and Permits Losseswarranties set forth in Section 3.5 of this Agreement, SPLC shall not be obligated exceed the dollar value on the Closing Date of the Asset Contribution of the Consideration paid pursuant to indemnify, defend Sections 2.8(c) and hold harmless any Group Member until such time as the aggregate amount (d) of Covered Right-of-Way and Permits Losses exceeds $500,000 (the “Right-of-Way and Permits Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Right-of-Way and Permits Deductiblethis Agreement. (d) With respect No claims may be made against EQT Gathering or EESH for indemnification pursuant to Losses covered under Section 2.3(a)(ii9.1(a)(i) or Section 9.1(b), SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as (i) unless the aggregate dollar amount of the Adverse Consequence suffered or incurred by the EQM Protected Parties exceeds $250,000, after which EQT Gathering or EESH, as applicable, shall be liable for the full amount of such Losses exceeds $500,000 (the “Retained Assets Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the claims in excess of such Losses over $250,000, subject to the Retained Assets Deductiblelimitations of Section 9.2(b). (e) With respect No claims may be made against EQM for indemnification pursuant to Losses covered under Section 2.3(a)(iii), SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as 9.1(c)(i) unless the aggregate dollar amount of the Adverse Consequence suffered or incurred by the EQT Gathering Protected Parties exceeds $250,000, after which EQM shall be liable for the full amount of such Losses exceeds $500,000 (the “Litigation Matters Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the claims in excess of such Losses over $250,000, subject to the Litigation Matters Deductiblelimitations of Section 9.2(c). (f) With respect to Losses covered under Section 2.3(a)(iv), SPLC In no event shall not EQT Gathering or EESH be obligated to indemnifythe EQM Protected Parties under Section 9.1(a) or Section 9.1(b) for any Adverse Consequence to the extent (i) any insurance proceeds are realized by the EQM Protected Parties, defend such correlative benefit to be net of any incremental insurance premium that becomes due and hold harmless any Group Member until such time payable by the EQM Protected Parties as the aggregate amount a result of such Losses exceeds $500,000 claim, or (ii) any amounts are recovered by the “Tax Matters Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Tax Matters DeductibleEQM Protected Parties from third persons. (g) For the avoidance of doubt, there is In no deductible with respect event shall EQM be obligated to the indemnification owed by EQT Gathering Protected Parties under Section 9.1(c) for any Indemnifying Party under any portion of this Article 2 other than that described in Sections 2.5(b) through 2.5(f) and no monetary cap on Adverse Consequence to the amount of indemnity coverage provided by any Indemnifying Party under this Article 2 other than that that described in Section 2.5(a). (h) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY 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 THE PARTNERSHIP OR ANY JOINT VENTURE ENTITY) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY OTHER PERSON ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, EXCEPT AS A REIMBURSEMENT FOR ANY SUCH DAMAGES AS ARE PAID TO A GOVERNMENTAL ENTITY OR OTHER UNAFFILIATED THIRD PARTY, WHETHER OR NOT THE INDEMNIFYING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. extent (i) 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 SOLEany insurance proceeds are realized by the EQT Gathering Protected Parties, CONCURRENTsuch correlative benefit to be net of any incremental insurance premium that becomes due and payable by the EQT Gathering Protected Parties as a result of such claim, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF ANY OF THE INDEMNIFIED PERSONSor (ii) any amounts are recovered by the EQT Gathering Protected Parties from third persons. In no event shall EQM be obligated (whether by way of contribution or otherwise) to the EQT Gathering Protected Parties after the applicable Closing Date for any Adverse Consequences owed by EQT Gathering or EQT Energy or Subco prior to the applicable Closing Date.

Limitations Regarding Indemnification. (a) The aggregate liability of SPLC BP Pipelines under Section 2.1(a)(i), Section 2.1(a)(ii), Section 2.2, Section 2.3(a)(iii) and Section 2.3(a)(v) shall not exceed $15,000,00015,000,000 (fifteen million U.S. dollars). (b) The aggregate liability of BP Pipelines under Section 2.3(a)(i) shall not exceed the amount of the total proceeds received by BP Pipelines Entities under the Contribution Agreement on the Closing Date. (c) The aggregate liability of BP Pipelines for the matters set forth on Schedule A shall not exceed $25,000,000 (twenty-five million U.S. dollars). (d) With respect to Covered Environmental Losses under Section 2.1(a)(i), 2.1(a)(ii) and Section 2.1(a)(iii2.1(a)(ii), SPLC BP Pipelines shall not be obligated to indemnify, defend or hold harmless any member of the Partnership Group Member until such time as the aggregate amount of Losses incurred by the Partnership Group for such Covered Environmental Losses exceeds $500,000 (five hundred thousand U.S. dollars) (the “Environmental Deductible”), at which time SPLC BP Pipelines shall be obligated to indemnify the Partnership Group for the excess of such Covered Environmental Losses over the Environmental Deductible.. The Environmental Deductible shall not apply to items identified on Schedule A. (ce) With respect to Covered Right-of-Way and Permits LossesLosses under Section 2.2, SPLC BP Pipelines shall not be obligated to indemnify, defend and hold harmless any member of the Partnership Group Member until such time as the aggregate amount of Covered Right-of-Way and Permits Losses exceeds $500,000 (five hundred thousand U.S. dollars) (the “Right-of-Way and Permits Deductible”), at which time SPLC BP Pipelines shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Right-of-Way and Permits Deductible. (df) With respect to Losses covered under Section 2.3(a)(ii2.3(a)(i), SPLC BP Pipelines shall not be obligated to indemnify, defend and hold harmless any member of the Partnership Group Member until such time as the aggregate amount of such Losses exceeds $500,000 (five hundred thousand U.S. dollars) (the “Retained Assets Equity Contribution Deductible”), at which time SPLC BP Pipelines shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Retained Assets Equity Contribution Deductible. (eg) With respect to Losses covered under Section 2.3(a)(iii), SPLC BP Pipelines shall not be obligated to indemnify, defend and hold harmless any member of the Partnership Group Member until such time as the aggregate amount of such Losses exceeds $500,000 (five hundred thousand U.S. dollars) (the “Litigation Matters Deductible”), at which time SPLC BP Pipelines shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Litigation Matters Deductible.. The Litigation Matters Deductible shall not apply to items identified on Schedule B. (fh) With respect to Losses covered under Section 2.3(a)(iv2.3(a)(v), SPLC BP Pipelines shall not be obligated to indemnify, defend and hold harmless any member of the Partnership Group Member until such time as the aggregate amount of such Losses exceeds $500,000 (five hundred thousand U.S. dollars) (the “Tax Matters Asset Contribution Deductible”), at which time SPLC BP Pipelines shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Tax Matters Asset Contribution Deductible. (gi) For the avoidance of doubt, 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(b2.5(d) through 2.5(f2.5(h) and no monetary cap on the amount of indemnity coverage provided by any Indemnifying Party under this Article 2 other than that that described in Section Sections 2.5(a), 2.5(b) and 2.5(c). (h) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY 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 THE PARTNERSHIP OR ANY JOINT VENTURE ENTITY) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY OTHER PERSON ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, EXCEPT AS A REIMBURSEMENT FOR ANY SUCH DAMAGES AS ARE PAID TO A GOVERNMENTAL ENTITY OR OTHER UNAFFILIATED THIRD PARTY, WHETHER OR NOT THE INDEMNIFYING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (i) 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, STRICT LIABILITY OR FAULT OF ANY OF THE INDEMNIFIED PERSONS.

Limitations Regarding Indemnification. (a) The aggregate liability of SPLC under Section 2.1(a)(i), Section 2.1(a)(ii), Section 2.2, Section 2.3(a)(iii) and Section 2.3(a)(v) shall not exceed $15,000,000. (b) With respect to Covered Environmental Losses under Section 2.1(a)(i), 2.1(a)(ii) and Section 2.1(a)(iii), SPLC shall not be obligated to indemnify, defend or hold harmless any Group Member until such time as the aggregate amount of Losses incurred by the Partnership Group for such Covered Environmental Losses exceeds $500,000 (the “Environmental Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Covered Environmental Losses over the Environmental Deductible. (c) With respect to Covered Right-of-Way and Permits Losses, SPLC CONSOL shall not be obligated to indemnify, defend and hold harmless any Partnership Group Member under Section 2.1(a), Section 2.1(b), Section 2.1(c) and/or Section 2.1(d) until such time as the total aggregate amount of Covered Right-of-Way and Permits Losses incurred by the Partnership Group for such Losses exceeds $500,000 1,000,000 (the “Right-of-Way and Permits Deductible”), at which time SPLC CONSOL shall be obligated to indemnify the Partnership Group for the excess amount of such Losses over in excess of the Right-of-Way and Permits Deductible. (db) With respect to Losses covered under Section 2.3(a)(ii), SPLC The Partnership shall not be obligated to indemnify, defend and hold harmless any CONSOL Group Member under Section 2.2(b)(i) and/or Section 2.2(b)(ii) to the extent and only to the extent relating to periods prior to the Closing until such time as the total aggregate amount of Losses incurred by the CONSOL Group for such Losses exceeds $500,000 (the “Retained Assets Deductible”), at which time SPLC the Partnership shall be obligated to indemnify the Partnership CONSOL Group for the excess amount of such Losses over in excess of the Retained Assets Deductible. (e) With respect to Losses covered under Section 2.3(a)(iii), SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as the aggregate amount of such Losses exceeds $500,000 (the “Litigation Matters Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Litigation Matters Deductible. (f) With respect to Losses covered under Section 2.3(a)(iv), SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as the aggregate amount of such Losses exceeds $500,000 (the “Tax Matters Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Tax Matters Deductible. (gc) 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(b) through 2.5(f) and no monetary cap on the amount of indemnity coverage provided by any Indemnifying Party under this Article 2 other than that that described II and (ii) the obligation of CONSOL to indemnify any Partnership Group Member under this Agreement shall be limited to the extent of the Losses incurred by the Partnership with respect to its direct or indirect ownership interest in Section 2.5(a)such Partnership Group Member. (hd) The indemnities set forth in Section 2.1(a), Section 2.1(b), Section 2.1(c) and/or Section 2.1(d) shall terminate on the third anniversary of the Closing Date. The indemnities set forth in Section 2.1(e), Section 2.1(f), Section 2.1(g), Section 2.1(h) and Section 2.2(b) shall survive the Closing without time limit, to the fullest extent permitted by law. Notwithstanding the foregoing, there shall be no termination of any bona fide claim asserted pursuant to the indemnities in Section 2.1(a), Section 2.1(b), Section 2.1(c) and/or Section 2.1(d) prior to the date of termination for such indemnity. (e) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY A PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OBLIGATIONS CONTAINED IN THIS AGREEMENT SHALL BE LIMITED, TO THE FULLEST EXTENT PERMITTED BY LAW, TO ACTUAL DIRECT DAMAGES AND SHALL NOT INCLUDE ANY OTHER LOSS OR INCLUDE DAMAGE, INCLUDING INDIRECT, SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVEEXEMPLARY OR PUNITIVE DAMAGES, EXEMPLARYINCLUDING LOST PROFITS, SPECIAL PRODUCTION OR SIMILAR REVENUES, AND EACH PARTY EXPRESSLY RELEASES THE OTHER PARTY FROM ALL SUCH CLAIMS FOR LOSS OR DAMAGE OTHER THAN ACTUAL DIRECT DAMAGES; PROVIDED THAT LIMITATION TO DIRECT DAMAGES ONLY SHALL NOT APPLY TO ANY DAMAGE, CLAIM OR LOST PROFITS (INCLUDING ANY DIMINUTION IN VALUE OF ANY PARTY’S RESPECTIVE INVESTMENT IN LOSS ASSERTED BY OR AWARDED TO THIRD PARTIES AGAINST A PARTY AND FOR WHICH THE PARTNERSHIP OR ANY JOINT VENTURE ENTITY) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY OTHER PERSON ENTITLED TO INDEMNIFICATION PARTY WOULD OTHERWISE BE RESPONSIBLE UNDER THIS AGREEMENT, EXCEPT AS A REIMBURSEMENT FOR ANY SUCH DAMAGES AS ARE PAID TO A GOVERNMENTAL ENTITY OR OTHER UNAFFILIATED THIRD PARTY, WHETHER OR NOT THE INDEMNIFYING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESARTICLE II. (i) 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, STRICT LIABILITY OR FAULT OF ANY OF THE INDEMNIFIED PERSONS.

Limitations Regarding Indemnification. (a) The aggregate liability of SPLC under Section 2.1(a)(i), Section 2.1(a)(ii), Section 2.2, Section 2.3(a)(iii) and Section 2.3(a)(v) shall not exceed $15,000,000. (b) With respect to Covered Environmental Losses under Section 2.1(a)(i), 2.1(a)(ii) and Section 2.1(a)(iii), SPLC shall not be obligated to indemnify, defend or hold harmless any Group Member until such time as the aggregate amount of Losses incurred by the Partnership Group for such Covered Environmental Losses exceeds $500,000 (the “Environmental Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Covered Environmental Losses over the Environmental Deductible. (c) With respect to Covered Right-of-Way and Permits Losses, SPLC CONSOL shall not be obligated to indemnify, defend and hold harmless any Partnership Group Member under Section 2.1(a), Section 2.1(b), Section 2.1(c) and/or Section 2.1(d) until such time as the total aggregate amount of Covered Right-of-Way and Permits Losses incurred by the Partnership Group for such Losses exceeds $500,000 1,000,000 (the “Right-of-Way and Permits Deductible”), at which time SPLC CONSOL shall be obligated to indemnify the Partnership Group for the excess amount of such Losses over in excess of the Right-of-Way and Permits Deductible. (db) With respect to Losses covered under Section 2.3(a)(ii), SPLC The Partnership shall not be obligated to indemnify, defend and hold harmless any CONSOL Group Member (i) under Section 2.2(b)(i) and/or Section 2.2(b)(ii) with respect to the IPO Assets and the IPO Asset Assumed Obligations to the extent and only to the extent relating to periods prior to the IPO Closing Date and/or (ii) under Section 2.2(b)(ii) with respect to the First Drop Down Assets and the First Drop Down Assumed Obligations to the extent and only to the extent relating to periods prior to the First Drop Down Closing Date, in each case until such time as the total aggregate amount of Losses incurred by the CONSOL Group for such Losses exceeds $500,000 (the “Retained Assets Deductible”), at which time SPLC the Partnership shall be obligated to indemnify the Partnership CONSOL Group for the excess amount of such Losses over in excess of the Retained Assets Deductible. (e) With respect to Losses covered under Section 2.3(a)(iii), SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as the aggregate amount of such Losses exceeds $500,000 (the “Litigation Matters Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Litigation Matters Deductible. (f) With respect to Losses covered under Section 2.3(a)(iv), SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as the aggregate amount of such Losses exceeds $500,000 (the “Tax Matters Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Tax Matters Deductible. (gc) For the avoidance of doubt, 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(b) through 2.5(f) and no monetary cap on the amount of indemnity coverage provided by any Indemnifying Party under this Article 2 other than that that described in Section 2.5(a)II. (hd) The indemnities set forth in Section 2.1(a), Section 2.1(b)(i), Section 2.1(c)(i) and/or Section 2.1(d)(i) shall terminate on the third anniversary of the IPO Closing Date. The indemnities set forth in Section 2.1(b)(ii), Section 2.1(c)(ii) and/or Section 2.1(d)(ii) shall terminate on the third anniversary of the First Drop Down Closing Date. The indemnities set forth in Section 2.1(e), Section 2.1(f), Section 2.1(g), Section 2.1(h) and Section 2.2(b) shall survive without time limit, to the fullest extent permitted by law. Notwithstanding the foregoing, there shall be no termination of any bona fide claim asserted pursuant to the indemnities in Section 2.1(a), Section 2.1(b), Section 2.1(c) and/or Section 2.1(d) prior to the date of termination for such indemnity. (e) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY A PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OBLIGATIONS CONTAINED IN THIS AGREEMENT SHALL BE LIMITED, TO THE FULLEST EXTENT PERMITTED BY LAW, TO ACTUAL DIRECT DAMAGES AND SHALL NOT INCLUDE ANY OTHER LOSS OR INCLUDE DAMAGE, INCLUDING INDIRECT, SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVEEXEMPLARY OR PUNITIVE DAMAGES, EXEMPLARYINCLUDING LOST PROFITS, SPECIAL PRODUCTION OR SIMILAR REVENUES, AND EACH PARTY EXPRESSLY RELEASES THE OTHER PARTY FROM ALL SUCH CLAIMS FOR LOSS OR DAMAGE OTHER THAN ACTUAL DIRECT DAMAGES; PROVIDED THAT LIMITATION TO DIRECT DAMAGES ONLY SHALL NOT APPLY TO ANY DAMAGE, CLAIM OR LOST PROFITS (INCLUDING ANY DIMINUTION IN VALUE OF ANY PARTY’S RESPECTIVE INVESTMENT IN LOSS ASSERTED BY OR AWARDED TO THIRD PARTIES AGAINST A PARTY AND FOR WHICH THE PARTNERSHIP OR ANY JOINT VENTURE ENTITY) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY OTHER PERSON ENTITLED TO INDEMNIFICATION PARTY WOULD OTHERWISE BE RESPONSIBLE UNDER THIS AGREEMENT, EXCEPT AS A REIMBURSEMENT FOR ANY SUCH DAMAGES AS ARE PAID TO A GOVERNMENTAL ENTITY OR OTHER UNAFFILIATED THIRD PARTY, WHETHER OR NOT THE INDEMNIFYING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESARTICLE II. (i) 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, STRICT LIABILITY OR FAULT OF ANY OF THE INDEMNIFIED PERSONS.

Limitations Regarding Indemnification. (a) The indemnification obligations (i) set forth in Section 9.1(a)(i) and (ii), Section 9.1(b)(i) and (ii), and Section 9.1(c)(i) and (ii) shall terminate on the eighteen-month anniversary of the applicable Closing except as otherwise provided in Section 9.2(a)(iii) below, (ii) set forth in Section 9.1(a)(iii) and (iv), Section 9.1(b)(iii) and Section 9.1(c)(iii) and (iv) shall terminate on the 60th day after the termination of any applicable statute of limitations, and (iii) that relate to any breach of any representations and warranties set forth in Section 4.9, Section 4.10 (such breach under either Section, a “Title Representation Breach”) or Section 5.10 shall terminate on the later of (A) the third anniversary of the Closing Date of the Asset Contribution or (B) ninety days following the completion of any of the MPPS Expansions to which a representation or warranty made in Section 4.9 or Section 4.10 directly relates; provided, however, that any such indemnification obligation with respect to an Adverse Consequence shall survive the time at which it would otherwise expire pursuant to this Section 9.2(a) if notice of such Adverse Consequence is properly given by the party seeking indemnification (the “Indemnified Party”) to the party from which indemnification is sought (the “Indemnifying Party”) prior to such time. (b) The aggregate liability of SPLC EQT Gathering and EESH under Section 2.1(a)(i), Section 2.1(a)(ii), Section 2.2, Section 2.3(a)(iii9.1(a)(i) and Section 2.3(a)(v9.1(b)(i) other than for liability arising from a Title Representation Breach by EQT Gathering shall not exceed $15,000,000. 15% of the Consideration. The aggregate liability of EQT Gathering and EESH under Section 9.1(a)(i) and Section 9.1(b)(i) for Title Representation Breaches shall not exceed the Consideration paid pursuant to Section 2.8(a) and (b) With respect to Covered Environmental Losses under Section 2.1(a)(i), 2.1(a)(ii) and Section 2.1(a)(iii), SPLC shall not be obligated to indemnify, defend or hold harmless any Group Member until such time as the aggregate amount of Losses incurred by the Partnership Group for such Covered Environmental Losses exceeds $500,000 (the “Environmental Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Covered Environmental Losses over the Environmental Deductiblethis Agreement. (c) With The aggregate liability of EQM under Section 9.1(c)(i) with respect to Covered Right-of-Way a breach of the representations and Permits Losseswarranties set forth in Section 3.5 of this Agreement, SPLC shall not be obligated exceed the dollar value on the Closing Date of the Asset Contribution of the Consideration paid pursuant to indemnify, defend Sections 2.8(c) and hold harmless any Group Member until such time as the aggregate amount (d) of Covered Right-of-Way and Permits Losses exceeds $500,000 (the “Right-of-Way and Permits Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Right-of-Way and Permits Deductiblethis Agreement. (d) With respect No claims may be made against EQT Gathering or EESH for indemnification pursuant to Losses covered under Section 2.3(a)(ii), SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as 9.1(a)(i) or Section 9.1(b)(i) unless the aggregate dollar amount of the Adverse Consequence suffered or incurred by the EQM Protected Parties exceeds $250,000, after which EQT Gathering or EESH, as applicable, shall be liable for the full amount of such Losses exceeds $500,000 (the “Retained Assets Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the claims in excess of such Losses over $250,000, subject to the Retained Assets Deductiblelimitations of Section 9.2(b). (e) With respect No claims may be made against EQM for indemnification pursuant to Losses covered under Section 2.3(a)(iii), SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as 9.1(c)(i) unless the aggregate dollar amount of the Adverse Consequence suffered or incurred by the EQT Gathering Protected Parties exceeds $250,000, after which EQM shall be liable for the full amount of such Losses exceeds $500,000 (the “Litigation Matters Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the claims in excess of such Losses over $250,000, subject to the Litigation Matters Deductiblelimitations of Section 9.2(c). (f) With respect to Losses covered under Section 2.3(a)(iv), SPLC In no event shall not EQT Gathering or EESH be obligated to indemnifythe EQM Protected Parties under Section 9.1(a) or Section 9.1(b) for any Adverse Consequence to the extent (i) any insurance proceeds are realized by the EQM Protected Parties, defend such correlative benefit to be net of any incremental insurance premium that becomes due and hold harmless any Group Member until such time payable by the EQM Protected Parties as the aggregate amount a result of such Losses exceeds $500,000 claim, or (ii) any amounts are recovered by the “Tax Matters Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Tax Matters DeductibleEQM Protected Parties from third persons. (g) For the avoidance of doubt, there is In no deductible with respect event shall EQM be obligated to the indemnification owed by EQT Gathering Protected Parties under Section 9.1(c) for any Indemnifying Party under any portion of this Article 2 other than that described in Sections 2.5(b) through 2.5(f) and no monetary cap on Adverse Consequence to the amount of indemnity coverage provided by any Indemnifying Party under this Article 2 other than that that described in Section 2.5(a). (h) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY 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 THE PARTNERSHIP OR ANY JOINT VENTURE ENTITY) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY OTHER PERSON ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, EXCEPT AS A REIMBURSEMENT FOR ANY SUCH DAMAGES AS ARE PAID TO A GOVERNMENTAL ENTITY OR OTHER UNAFFILIATED THIRD PARTY, WHETHER OR NOT THE INDEMNIFYING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. extent (i) 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 SOLEany insurance proceeds are realized by the EQT Gathering Protected Parties, CONCURRENTsuch correlative benefit to be net of any incremental insurance premium that becomes due and payable by the EQT Gathering Protected Parties as a result of such claim, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF ANY OF THE INDEMNIFIED PERSONSor (ii) any amounts are recovered by the EQT Gathering Protected Parties from third persons. In no event shall EQM be obligated (whether by way of contribution or otherwise) to the EQT Gathering Protected Parties after the applicable Closing Date for any Adverse Consequences owed by EQT Gathering or EQT Energy or Subco prior to the applicable Closing Date.

Limitations Regarding Indemnification. (a) The indemnification obligations (i) set forth in Section 8.1(a)(i) and (ii) and Section 8.1(b)(i) and (ii) shall terminate on the 18-month anniversary of the applicable Closing Date except as otherwise provided in Section 8.2(a)(iii) below, (ii) set forth in Section 8.1(a)(iii) and Section 8.1(b)(iii) shall terminate on the 60th day after the termination of the applicable statute of limitations, and (iii) that relate to any breach of any representations and warranties set forth in Section 4.9 (Capitalization; Title to Subject Interests), Section 4.10 (Title to Real Property) or Section 4.11 (Title to Personal Property; Condition of Assets) (such breach under any such Section, a “Title Representation Breach”) shall terminate on the third anniversary of the applicable Closing Date; provided, however, that any such indemnification obligation with respect to an Adverse Consequence shall survive the time at which it would otherwise expire pursuant to this Section 8.2(a) if notice of such Adverse Consequence is properly given by the party seeking indemnification (the “Indemnified Party”) to the party from which indemnification is sought (the “Indemnifying Party”) prior to such time. (b) The aggregate liability of SPLC EQT Corporation under Section 2.1(a)(i8.1(a)(i) other than for liability arising from a Title Representation Breach, or Section 4.1 (Organization), Section 2.1(a)(ii4.2 (Authority and Approval), and Section 4.17 (Brokers), shall not exceed 15% of the Cash Amount. The aggregate liability of EQT Corporation under Section 8.1(a)(i) for Title Representation Breaches, or arising from Section 4.1 (Organization), Section 2.24.2 (Authority and Approval), Section 2.3(a)(iii) and Section 2.3(a)(v4.17 (Brokers) shall not exceed $15,000,000. (b) With respect to Covered Environmental Losses under Section 2.1(a)(i), 2.1(a)(ii) and Section 2.1(a)(iii), SPLC shall not be obligated to indemnify, defend or hold harmless any Group Member until such time as the aggregate amount of Losses incurred by the Partnership Group for such Covered Environmental Losses exceeds $500,000 (the “Environmental Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Covered Environmental Losses over the Environmental DeductibleCash Amount. (c) With respect to Covered Right-of-Way The aggregate liability of EQM under ‎Section 8.1(b)(i) other than for liability arising from Section 3.1 (Organization), Section 3.2 (Authority and Permits LossesApproval), SPLC Section 3.3 (Common Units) and Section 3.8 (Brokers), shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as exceed 15% of the Cash Amount. The aggregate amount liability of Covered Right-of-Way and Permits Losses exceeds $500,000 EQM under ‎Section 8.1(b)(i) arising from Section 3.1 (the “Right-of-Way and Permits Deductible”Organization), at which time SPLC Section 3.2 (Authority and Approval), Section 3.3 (Common Units) and Section 3.8 (Brokers) shall be obligated to indemnify not exceed the Partnership Group for the excess of such Losses over the Right-of-Way and Permits Deductible.Cash Amount (d) With respect No claims may be made against EQT Corporation for indemnification pursuant to Losses covered under Section 2.3(a)(ii), SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as 8.1(a)(i) unless the aggregate dollar amount of the Adverse Consequence suffered or incurred by the EQM Protected Parties exceeds $250,000, after which EQT Corporation shall be liable for the full amount of such Losses exceeds $500,000 (the “Retained Assets Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the claims in excess of such Losses over $250,000, subject to the Retained Assets Deductiblelimitations of Section 8.2(b). (e) With respect No claims may be made against EQM for indemnification pursuant to Losses covered under Section 2.3(a)(iii), SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as 8.1(b)(i) unless the aggregate dollar amount of the Adverse Consequence suffered or incurred by the EQT Protected Parties exceeds $250,000, after which EQM shall be liable for the full amount of such Losses exceeds $500,000 (the “Litigation Matters Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the claims in excess of such Losses over the Litigation Matters Deductible$250,000. (f) With respect to Losses covered under Section 2.3(a)(iv), SPLC In no event shall not EQT Corporation be obligated to indemnifythe EQM Protected Parties under Section 8.1(a) for any Adverse Consequence to the extent (i) any insurance proceeds are realized by the EQM Protected Parties, defend such correlative benefit to be net of any incremental insurance premium or Tax that becomes due and hold harmless any Group Member until such time payable by the EQM Protected Parties as the aggregate amount a result of such Losses exceeds $500,000 claim, or (ii) any amounts are recovered by the “Tax Matters Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Tax Matters DeductibleEQM Protected Parties from third persons. (g) For the avoidance of doubt, there is In no deductible with respect event shall EQM be obligated to the indemnification owed by EQT Protected Parties under ‎Section 8.1(b) for any Indemnifying Party under any portion of this Article 2 other than that described in Sections 2.5(b) through 2.5(f) and no monetary cap on Adverse Consequence to the amount of indemnity coverage provided by any Indemnifying Party under this Article 2 other than that that described in Section 2.5(a). (h) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY 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 THE PARTNERSHIP OR ANY JOINT VENTURE ENTITY) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY OTHER PERSON ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, EXCEPT AS A REIMBURSEMENT FOR ANY SUCH DAMAGES AS ARE PAID TO A GOVERNMENTAL ENTITY OR OTHER UNAFFILIATED THIRD PARTY, WHETHER OR NOT THE INDEMNIFYING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. extent (i) 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 SOLEany insurance proceeds are realized by the EQT Protected Parties, CONCURRENTsuch correlative benefit to be net of any incremental insurance premium or Tax that becomes due and payable by the EQT Protected Parties as a result of such claim, ACTIVE OR PASSIVE NEGLIGENCEor (ii) any amounts are recovered by the EQT Protected Parties from third persons. In no event shall EQM be obligated (whether by way of contribution, STRICT LIABILITY OR FAULT OF ANY OF THE INDEMNIFIED PERSONSconveyance or otherwise) to the EQT Protected Parties after the applicable Effective Date for any Adverse Consequences owed by EQT Corporation prior to the applicable Effective Date.

Limitations Regarding Indemnification. (a) The aggregate liability of SPLC under Section 2.1(a)(i), Section 2.1(a)(ii), Section 2.2, Section 2.3(a)(iii) and Section 2.3(a)(v) shall not exceed $15,000,000. (b) With respect to Covered Environmental Losses under Section 2.1(a)(i), 2.1(a)(ii) and Section 2.1(a)(iii), SPLC shall not be obligated to indemnify, defend or hold harmless any Group Member until such time as the aggregate amount of Losses incurred by the Partnership Group for such Covered Environmental Losses exceeds $500,000 (the “Environmental Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Covered Environmental Losses over the Environmental Deductible. (c) With respect to Covered Right-of-Way and Permits Losses, SPLC CONE Gathering shall not be obligated to indemnify, defend and hold harmless any Group Member under this Agreement until such time as the total aggregate amount of Covered Right-of-Way and Permits Losses incurred by the Partnership Group for such Losses exceeds $500,000 (the “Right-of-Way and Permits Deductible”), at which time SPLC CONE Gathering shall be obligated to indemnify the Partnership Group for the excess amount of such Losses over in excess of the Right-of-Way and Permits Deductible; provided, however, that, with respect to any Losses incurred by any Group Member attributable to those matters identified on Schedule B, the Deductible shall be zero. (db) With respect to Losses covered under Section 2.3(a)(ii)None of the Partnership, SPLC DevCo I LP, DevCo II LP or DevCo III LP shall not be obligated to indemnify, defend and hold harmless any Group Member CONE Gathering under Section 2.2(a), Section 2.2(b), Section 2.2(c) and Section 2.2(d), respectively, of this Agreement until such time as the total aggregate amount of Losses incurred by the CONE Gathering Group for such Losses exceeds $500,000 (the “Retained Assets Deductible”), at which time SPLC the Partnership, DevCo I LP, DevCo II LP or DevCo III LP, as applicable, shall be obligated to indemnify the Partnership Group CONE Gathering for the excess of such Losses over the Retained Assets Deductible. (e) With respect to Losses covered under Section 2.3(a)(iii), SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as the aggregate amount of such Losses exceeds $500,000 (the “Litigation Matters Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the in excess of the Deductible. For the avoidance of doubt, the Deductible shall apply and be calculated separately for each of the Partnership, DevCo I LP, DevCo II LP and DevCo III LP, and indemnifiable Losses attributable to the Partnership, DevCo I LP, DevCo II LP and DevCo III LP shall not be aggregated for purposes of calculating the Deductible for each such Losses over the Litigation Matters Deductibleentity. (f) With respect to Losses covered under Section 2.3(a)(iv), SPLC shall not be obligated to indemnify, defend and hold harmless any Group Member until such time as the aggregate amount of such Losses exceeds $500,000 (the “Tax Matters Deductible”), at which time SPLC shall be obligated to indemnify the Partnership Group for the excess of such Losses over the Tax Matters Deductible. (gc) 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(b) through 2.5(f) and no monetary cap on the amount of indemnity coverage provided by any Indemnifying Party under this Article 2 other than that that described II and (ii) the obligation of CONE Gathering to indemnify any Group Member under this Agreement shall be limited to the extent of the Losses incurred by the Partnership with respect to its direct or indirect ownership interest in Section 2.5(a)such Group Member. (hd) The indemnities set forth in Section 2.1(a), Section 2.1(b), Section 2.1(c), Section 2.1(d), Section 2.1(e) and Section 2.1(f) shall terminate on the third anniversary of the Closing Date. The indemnities set forth in Section 2.1(g) shall terminate on the fourth anniversary of the Closing Date. The indemnities set forth in Section 2.2 shall survive the Closing without time limit. Notwithstanding the foregoing, there shall be no termination of any bona fide claim asserted pursuant to the indemnities in Section 2.1 prior to the date of termination for such indemnity. (e) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY 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 THE PARTNERSHIP OR ANY JOINT VENTURE ENTITYPARTNERSHIP) SUFFERED, DIRECTLY OR INDIRECTLY, BY ANY OTHER PERSON PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT, EXCEPT AS A REIMBURSEMENT FOR ANY SUCH DAMAGES AS ARE PAID TO A GOVERNMENTAL ENTITY AUTHORITY OR OTHER UNAFFILIATED THIRD PARTY, WHETHER OR NOT THE INDEMNIFYING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (i) 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, STRICT LIABILITY OR FAULT OF ANY OF THE INDEMNIFIED PERSONS.