Common use of Environmental Indemnification Clause in Contracts

Environmental Indemnification. (a) TLLP shall indemnify, defend and hold harmless each Group Member from and against any Losses suffered or incurred by such Group Member, directly or indirectly, by reason of or arising out of: (i) any violation of Environmental Laws as in effect prior to the Closing Date and such violation commenced, occurred or existed before the Closing Date; (ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Assets that commenced, occurred or existed before the Closing Date (including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or the release of Hazardous Substances generated by operation of the Assets at non-Asset locations), including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental Laws and (B) the cost and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws as in effect prior to the Closing Date; and (iii) any environmental event, condition or matter associated with or arising from the Retained Assets, whether occurring before, on or after the Closing Date and whether occurring under Environmental Laws as in effect prior to, at or after the Closing Date (clauses (i), (ii) and (iii) being referred to collectively as “Covered Environmental Losses”); provided, however, that TLLP will be obligated to indemnify such Group Member for a Covered Environmental Loss described in Section 2.1(a)(i) or Section 2.1(a)(ii) only to the extent that TLLP is notified in writing of such violation, event, condition or environmental matter prior to the Identification Deadline. (b) The Partnership shall indemnify, defend and hold harmless TLLP from and against any Losses suffered or incurred by any of the TLLP Entities, directly or indirectly, by reason of or arising out of: (i) any violation of Environmental Laws as in effect on or after the Closing Date and such violation is associated with or arises from the ownership or operation of the Assets on or after the Closing Date; and (ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Assets on or after the Closing Date (including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or the release of Hazardous Substances generated by operation of the Assets at Asset locations) including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental Laws in effect on or after the Closing Date, and (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws as in effect on or after the Closing Date; and regardless of whether such violation under Section 2.1(b)(i) or such environmental event, condition or matter included under Section 2.1(b)(ii) occurred before or after the Closing Date, in each case, to the extent that any of the foregoing are not Covered Environmental Losses (without giving effect to the Environmental Deductible).

Environmental Indemnification. (a) TLLP Subject to Section 3.2 and Section 3.5 and with respect to Indemnified Assets Transferred pursuant to a Transaction Agreement, the Delek Entities, jointly and severally, shall indemnify, defend and hold harmless each the Partnership Group Member from and against any Losses suffered or incurred by such Group Memberthe Partnership Group, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws as in effect prior to the Closing Date and such violation commenced, occurred or existed before the Closing DateLaws; (ii) any environmental environmentally related event, condition or matter associated with or arising from the ownership or operation of the Indemnified Assets that commenced(including, occurred or existed before the Closing Date (including without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the such Indemnified Assets or the disposal or the release of Hazardous Substances generated by operation of the such Indemnified Assets at non-Asset locations)) including, including without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental Laws and (B) the cost and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws as in effect prior to the Closing Date; and (iii) any environmental event, condition or matter associated with or arising from the Retained Assets, whether occurring before, on or after the Closing Date and whether occurring under Environmental Laws as in effect prior to, at or after the Closing Date (clauses (i), (ii) and (iii) being referred to collectively as “Covered Environmental Losses”); provided, however, that TLLP will be obligated to indemnify such Group Member for a Covered Environmental Loss described in Section 2.1(a)(i) or Section 2.1(a)(ii) only to the extent that TLLP is notified in writing of such violation, event, condition or environmental matter prior to the Identification Deadline. (b) The Partnership shall indemnify, defend and hold harmless TLLP from and against any Losses suffered or incurred by any of the TLLP Entities, directly or indirectly, by reason of or arising out of: (i) any violation of Environmental Laws as in effect on or after the Closing Date and such violation is associated with or arises from the ownership or operation of the Assets on or after the Closing Date; and (ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Assets on or after the Closing Date (including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or the release of Hazardous Substances generated by operation of the Assets at Asset locations) including (A) the cost and expense of any investigation, assessment, evaluation, monitoringreporting, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental Laws in effect on or after the Closing DateLaws, and (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws Laws, and (C) the cost and expense of any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; (iii) any environmentally related event, condition or matter or legal action pending as in effect of the applicable Closing Date against the Delek Entities, a true and correct summary of which, with respect to Indemnified Assets Transferred pursuant to a particular Transaction Agreement, is set forth on Schedule I attached hereto; (iv) any event, condition or environmental matter associated with or arising from the Retained Assets, whether occurring before or after the Closing Date; (v) any obligation imposed by or violation of the consent decree entered in United States ▇. ▇▇▇▇▇ Holding Company, Inc. and Delek Refining, Ltd., case no. 6:09-cv-319 (Eastern District of Texas), as it exists on July 26, 2013 and may be amended; and (vi) any obligation imposed by or violation of the consent decree entered in United States and State of Arkansas v. Lion Oil Company, LLC, Civ. No. 03-1028 (Western District of Arkansas), as it exists on the date hereof and may be amended. Provided, however, that with respect to any violation under Section 3.1(a)(i) or any environmentally related event, condition or matter included under Section 3.1(a)(ii) that is associated with the ownership or operation of the Indemnified Assets Transferred pursuant to a Transaction Agreement, the Delek Entities will be obligated to indemnify the Partnership Group only to the extent that such environmentally related violation, event, condition or matter giving rise to the claim (x) existed or occurred in whole or in part before the applicable Closing Date for such Transaction Agreement (or, with respect to an API 653 Tank, before the applicable API 653 Inspection Date) under then-applicable Environmental Laws and (y)(i) such environmentally related violation, event, condition or matter is set forth on Schedule II attached hereto or (ii) Delek US is notified in writing of such environmentally related violation, event, condition or matter prior to the applicable First Indemnification Deadline (or, with respect to an API 653 Tank, the applicable First API 653 Indemnification Deadline) (clauses (i) through (iv) of this Section 3.1(a) collectively, with respect to such Transaction Agreement, being “Covered Environmental Losses”). (b) The Partnership Group shall indemnify, defend and hold harmless the Delek Entities from and against any Losses suffered or incurred by the Delek Entities, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of: (i) any violation or correction of violation of Environmental Laws associated with or arising from the ownership or operation of the Indemnified Assets; and (ii) any environmentally related event, condition or matter associated with or arising from the ownership or operation of the Indemnified Assets (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Indemnified Assets or the disposal or release of Hazardous Substances generated by operation of the Indemnified Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, reporting, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work; and regardless of whether such violation under Section 2.1(b)(i3.1(b)(i) or such environmental environmentally related event, condition or matter included under Section 2.1(b)(ii3.1(b)(ii) occurred before or after the applicable Closing Date (or, with respect to an API 653 Tank, before or after the applicable API 653 Inspection Date), in each case, only to the extent that any of the foregoing are not Covered Environmental Losses (for which the Partnership Group is entitled to indemnification from the Delek Entities under this Article III without giving effect to the applicable Annual Environmental Deductible).

Environmental Indemnification. (a) TLLP Subject to Section 2.2, Parent shall indemnify, defend and hold harmless each the Partnership Group Member for a period of five years after the Closing Date from and against environmental and Toxic Tort losses, damages (including, without limitation, real property damages and natural resource damages), injuries (including, without limitation, personal injury and death), liabilities, claims, demands, breaches of contracts, causes of action, judgments, settlements, fines, penalties, costs and expenses (including, without limitation, supplemental environmental project costs, court costs and reasonable attorney’s and expert’s fees) of any Losses and every kind or character, known or unknown, fixed or contingent, suffered or incurred by such the Partnership Group Member, directly or indirectly, by reason of or arising out of: (i) any violation violation, or correction of any violation, of Environmental Laws as in effect prior to the Closing Date and such violation commenced, occurred or existed before the Closing Date; (ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Crude Oil Assets, or (ii) any event or condition associated with the ownership or operation of the Crude Oil Assets that commenced(including, occurred or existed before the Closing Date (including without limitation, the presence of Hazardous Substances on, under, about or migrating being Released to or from the Crude Oil Assets or the disposal or the release Release of Hazardous Substances generated by the operation of the Crude Oil Assets at non-Crude Oil Asset locations)) including, including without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, abatement, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental Laws and (B) the cost and expense of the preparation and implementation of any closureLaws, remedialusing Risk-Based Cleanup Criteria, corrective actionif applicable, or other plans required or necessary under Environmental Laws as in effect prior to the Closing Date; and (iii) satisfy any environmental eventapplicable Voluntary Cleanup Program, condition or matter associated with or arising from the Retained Assetsusing Risk-Based Cleanup Criteria, whether occurring beforeif applicable, on or after the Closing Date and whether occurring under Environmental Laws as in effect prior to, at or after the Closing Date (clauses (i), (ii) and (iii) being referred to collectively as “Covered Environmental Losses”); provided, however, that TLLP will be obligated to indemnify such Group Member for a Covered Environmental Loss described in Section 2.1(a)(i) or Section 2.1(a)(ii) only to the extent that TLLP is notified in writing of such violation, event, condition or environmental matter prior to the Identification Deadline. (b) The Partnership shall indemnify, defend and hold harmless TLLP from and against any Losses suffered or incurred by any of the TLLP Entities, directly or indirectly, by reason of or arising out of: (i) any violation of Environmental Laws as in effect on or after the Closing Date and such violation is associated with or arises from the ownership or operation of the Assets on or after the Closing Date; and (ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Assets on or after the Closing Date (including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or the release of Hazardous Substances generated by operation of the Assets at Asset locations) including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental Laws in effect on or after the Closing Date, and (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws as in effect Laws, using Risk-Based Cleanup Criteria, if applicable, or to satisfy any applicable Voluntary Cleanup Program, using Risk-Based Cleanup Criteria, if applicable, and (C) the cost and expense for any environmental or Toxic Tort pre-trial, trial, or appellate legal or litigation support work; but only to the extent that such violation complained of under Section 2.1(a)(i) or such events or conditions included under Section 2.1(a)(ii) occurred or existed on or after before the Closing DateOriginal Agreement Effective Date (collectively, “Covered Environmental Losses”). (b) The Partnership Group shall jointly and severally indemnify, defend and hold harmless the Parent Entities from and against environmental and Toxic Tort losses, damages (including, without limitation, real property damages and natural resource damages), injuries (including, without limitation, personal injury and death), liabilities, claims, demands, breaches of contracts, causes of action, judgments, settlements, fines, penalties, costs and expenses (including, without limitation, supplemental environmental project costs, court costs and reasonable attorney’s and expert’s fees) of any and every kind or character, known or unknown, fixed or contingent, suffered or incurred by the Parent Entities by reason of or arising out of: (i) any violation or correction of any violation of Environmental Laws associated with the ownership or operation of the Crude Oil Assets, or (ii) any event or condition associated with the ownership or operation of the Crude Oil Assets (including, without limitation, the presence of Hazardous Substances on, under, about or Releasing to or from the Crude Oil Assets or the Release of Hazardous Substances generated by the operation of the Crude Oil Assets at non-Crude Oil Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, abatement, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or Toxic Tort pre-trial, trial, or appellate legal or litigation support work; and regardless of whether in each case only to the extent that such violation complained of under Section 2.1(b)(i) or such environmental event, condition events or matter conditions included under Section 2.1(b)(ii) occurred before or existed after the Closing Original Agreement Effective Date, in each case, and to the extent that any of the foregoing are not Covered Environmental Losses (without giving effect for which the Partnership Group is entitled to the Environmental Deductible)indemnification from Parent under this Article II.

Environmental Indemnification. (a) TLLP Subject to Section 4.1(b), NLA Holdings shall indemnify, defend and hold harmless each the Partnership Group Member from and against any Losses suffered or incurred by such Group Memberthe Partnership Group, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of:of the following (collectively, “Covered Environmental Losses”): (i) any violation or correction of a violation of Environmental Laws as in effect prior to associated with or arising from the Closing Date and such violation commenced, occurred ownership or existed before operation of the Closing DateContributed Assets or the Contributed Interest; (ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Contributed Assets that commencedor Contributed Interest (including, occurred or existed before the Closing Date (including without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Contributed Assets or the disposal or the release of Hazardous Substances generated by operation of the Contributed Assets at non-Contributed Asset locations), including (A) the cost and expense of any that requires investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental Laws Laws, including, without limitation, (A) the cost and expense of any such activity, (B) the cost and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws as in effect prior to Laws, and (C) the Closing Datecost and expense of any environmental or toxic tort pre-trial, trial or appellate legal or litigation support work; and (iii) any environmental event, condition or matter associated with or arising from the Retained Assets, whether occurring before, on before or after the Closing Date and whether occurring Effective Date. (b) With respect to any discrete violation under Environmental Laws as in effect prior toSection 4.1(a)(i) or any discrete event, at condition or after the Closing Date (clauses (imatter included under Section 4.1(a)(ii), (ii) and (iii) being referred to collectively as “Covered Environmental Losses”); provided, however, that TLLP NLA Holdings will be obligated to indemnify such the Partnership Group Member for a Covered Environmental Loss described in Section 2.1(a)(i) or Section 2.1(a)(ii) only if and to the extent that TLLP that: (i) such violation, event, condition or matter occurred before the Effective Date under then-applicable Environmental Laws; and (ii) either (A) such violation, event, condition or matter is set forth on Schedule I attached hereto or (B) NLA Holdings is notified in writing of such violation, event, condition or environmental matter prior to the Identification Deadlinefirst anniversary of the Effective Date. For the avoidance of doubt, nothing in this Section 4.1(b) shall apply to the indemnification obligations of NLA Holdings under Section 4.1(a)(iii). (bc) The Partnership Group shall indemnify, defend and hold harmless TLLP NLA Holdings from and against any Losses suffered or incurred by any of the TLLP EntitiesNLA Holdings, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of: (i) any violation of Environmental Laws as in effect on or after the Closing Date and such violation is associated with or arises arising from the ownership or operation of the Contributed Assets on or after the Closing DateContributed Interest; and (ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Contributed Assets on or after the Closing Date Contributed Interest (including including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Contributed Assets or the disposal or the release of Hazardous Substances generated by operation of the Contributed Assets at non-Contributed Asset locations) including (A) the cost and expense of any that requires investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental Laws in effect on or after Laws, including, without limitation, (A) the Closing Datecost and expense of any such activity, and (B) the cost or and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws as in effect on Laws, and (C) the cost and expense of any environmental or after the Closing Datetoxic tort pre-trial, trial or appellate legal or litigation support work; and regardless of whether such violation under Section 2.1(b)(i4.1(c)(i) or such environmental event, condition or matter included under Section 2.1(b)(ii4.1(c)(ii) occurred before or after the Closing Effective Date, in each case, to the extent that any of the foregoing are do not constitute Covered Environmental Losses (without giving effect for which the Partnership Group is entitled to the Environmental Deductible)indemnification from NLA Holdings under this Article IV.

Environmental Indemnification. (a) TLLP USD shall indemnify, defend and hold harmless each Group Member from and against any Losses suffered or incurred by such Group Member, directly or indirectly, by reason of or arising out of: (i) any violation of Environmental Laws as in effect prior to the Closing Date and such violation commenced, occurred or existed before the Closing Date; (ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Assets that commenced, occurred or existed before the Closing Date (including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or the release of Hazardous Substances generated by operation of the Assets at non-Asset locations), including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental Laws and (B) the cost and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws as in effect prior to the Closing Date; and (iii) any environmental event, condition or matter associated with or arising from the Retained Assets, whether occurring before, on or after the Closing Date and whether occurring under Environmental Laws as in effect prior to, at or after the Closing Date (clauses (i), (ii) and (iii) being referred to collectively as “Covered Environmental Losses”); provided, however, that TLLP USD will be obligated to indemnify such Group Member for a Covered Environmental Loss described in Section 2.1(a)(i) or Section 2.1(a)(ii) only to the extent that TLLP USD is notified in writing of such violation, event, condition or environmental matter prior to the Identification Deadline. (b) The Partnership shall indemnify, defend and hold harmless TLLP USD from and against any Losses suffered or incurred by any of the TLLP USD Entities, directly or indirectly, by reason of or arising out of: (i) any violation of Environmental Laws as in effect on or after the Closing Date and such violation is associated with or arises from the ownership or operation of the Assets on or after the Closing Date; and (ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Assets on or after the Closing Date (including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or the release of Hazardous Substances generated by operation of the Assets at Asset locations) including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental Laws in effect on or after the Closing Date, and (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws as in effect on or after the Closing Date; and regardless of whether such violation under Section 2.1(b)(i) or such environmental event, condition or matter included under Section 2.1(b)(ii) occurred before or after the Closing Date, in each case, to the extent that any of the foregoing are not Covered Environmental Losses (without giving effect to the Environmental Deductible).

Environmental Indemnification. (a) TLLP Each of MPL Investment LLC and MPCLP, jointly and severally, shall indemnify, defend and hold harmless each Group Member from and against any Losses suffered or incurred by such Group Member, directly or indirectly, by reason of or arising out of: (i) any violation of Environmental Laws as in effect prior to the Closing Date and such violation commenced, occurred or existed before the Closing Date; (ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Assets that commenced, occurred or existed before the Closing Date (including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or the release of Hazardous Substances generated by operation of the Assets at non-Asset locations), ) including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental Laws and (B) the cost and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws as in effect prior to the Closing Date; and (iii) any environmental event, condition or matter associated with or arising from the Retained Assets, whether occurring before, on or after the Closing Date and whether occurring under Environmental Laws as in effect prior to, at or after the Closing Date (clauses (i), (ii) and (iii) being referred to collectively as “Covered Environmental Losses”)Date; provided, however, that TLLP with respect to any violation under Section 2.1(a)(i) or any environmental event, condition or matter included under Section 2.1(a)(ii) that is associated with the ownership or operation of the Assets, MPL Investment LLC and MPCLP will be obligated to indemnify such Group Member for a Covered Environmental Loss described in Section 2.1(a)(i) or Section 2.1(a)(ii) only to the extent that TLLP such violation or environmental event, condition or matter (x) was caused by the consummation of the transactions contemplated by the Contribution Agreement or commenced, occurred or existed before the Closing Date under Environmental Laws as in effect prior to the Closing Date and (y) MPCLP is notified in writing of such violation, event, condition or environmental matter prior to the Identification Deadline. Losses subject to indemnification in this Section 2.1(a) are referred to collectively as “Covered Environmental Losses”. (b) The Partnership shall indemnify, defend and hold harmless TLLP MPC from and against any Losses suffered or incurred by any of the TLLP MPC Entities, directly or indirectly, by reason of or arising out of: (i) any violation of Environmental Laws as in effect on or after the Closing Date and such violation is associated with or arises arising from the ownership or operation of the Non-Holdings Assets on or after the Closing Date; and (ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Non-Holdings Assets on or after the Closing Date (including the presence of Hazardous Substances on, under, about or migrating to or from the Non-Holdings Assets or the disposal or the release of Hazardous Substances generated by operation of the Non-Holdings Assets at non-Asset locations) including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental Laws in effect on or after the Closing Date, and (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws as in effect on or after the Closing Date; and regardless of whether such violation under Section 2.1(b)(i) or such environmental event, condition or matter included under Section 2.1(b)(ii) occurred before or after the Closing Date, in each case, to the extent that any of the foregoing are not Covered Environmental Losses (without giving effect to the Environmental Deductible). (c) Holdings shall indemnify, defend and hold harmless MPC from and against any Losses suffered or incurred by any of the MPC Entities, directly or indirectly, by reason of or arising out of: (i) any violation of Environmental Laws as in effect on or after the Closing Date associated with or arising from the ownership or operation of the Holdings Business on or after the Closing Date; and (ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Holdings Business on or after the Closing Date (including the presence of Hazardous Substances on, under, about or migrating to or from the Holdings Business or the disposal or the release of Hazardous Substances generated by operation of the Holdings Business at non- Asset locations) including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental Laws as in effect on or after the Closing Date, and (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws in effect on or after the Closing Date; and regardless of whether such violation under Section 2.1(c)(i) or such environmental event, condition or matter included under Section 2.1(c)(ii) occurred before or after the Closing Date, in each case, to the extent that any of the foregoing are not Covered Environmental Losses (without giving effect to the Environmental Deductible).

Environmental Indemnification. (a) TLLP Green Plains shall indemnify, defend and hold harmless each Group Member from and against any Losses suffered or incurred by such Group Member, directly or indirectlyindirectly (including as a result of any claim by a third party), by reason of or arising out of: (i) any violation of Environmental Laws as in effect associated with or arising from the ownership or operation of the Assets prior to the Closing Date and such violation commenced, occurred or existed before the Closing Date; (ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Assets that commenced, occurred or existed before as in effect prior to the Closing Date (including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or the release of Hazardous Substances generated by operation of the Assets at non-Asset locations), including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, activities or other corrective action required or necessary under Environmental Laws and (B) the cost and expense of the preparation and implementation of any closure, remedial, corrective action, action or other plans required or necessary under Environmental Laws as in effect prior to Laws, and (C) the Closing Datecost and expense of any environmental or toxic tort pre-trial, trial or appellate legal or litigation support work; and (iii) any environmental event, condition or matter associated with or arising from the Retained Assets, whether occurring before, on or after the Closing Date and whether occurring under Environmental Laws as in effect prior to, at or after the Closing Date (clauses (iDate; provided, however, that with respect to any violation under Section 2.1(a)(i) or any environmental event, condition or matter included under Section 2.1(a)(ii), (iiGreen Plains will be obligated to indemnify such Group Member only to the extent that Green Plains is notified in writing of such violation or environmental event, condition or matter prior to the Identification Deadline. For the avoidance of doubt, Green Plains shall have no indemnification obligations under Sections 2.1(a)(i) and (iii2.1(a)(ii) being with respect to any claims based on additions to or modifications of Environmental Laws enacted or promulgated after the Closing Date. Losses subject to indemnification in this Section 2.1(a) are referred to collectively as “Covered Environmental Losses.”); provided, however, that TLLP will be obligated to indemnify such Group Member for a Covered Environmental Loss described in Section 2.1(a)(i) or Section 2.1(a)(ii) only to the extent that TLLP is notified in writing of such violation, event, condition or environmental matter prior to the Identification Deadline. (b) The Partnership shall indemnify, defend and hold harmless TLLP Green Plains from and against any Losses suffered or incurred by any member of the TLLP EntitiesGreen Plains Group, directly or indirectlyindirectly (including as a result of any claim by a third party), by reason of or arising out of: (i) any violation of Environmental Laws as in effect on or after the Closing Date and such violation is associated with or arises arising from the ownership or operation of the Assets occurring on or after the Closing Date; and (ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Assets occurring on or after the Closing Date (including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or the release of Hazardous Substances generated by operation of the Assets at non-Asset locations) ), including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, activities or other corrective action required or necessary under Environmental Laws in effect on or after the Closing DateLaws, and (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, action or other plans required or necessary under Environmental Laws as in effect on Laws, and (C) the cost and expense of any environmental or after the Closing Datetoxic tort pre-trial, trial or appellate legal or litigation support work; and regardless of whether such violation under Section 2.1(b)(i) or such environmental event, condition or matter included under Section 2.1(b)(ii) occurred before or after the Closing Date, in each case, to the extent that any of the foregoing are matters under Section 2.1(a) or 2.1(b) do not constitute Covered Environmental Losses (without giving effect to the Environmental Deductible).

Environmental Indemnification. (a) TLLP Subject to Section 3.2, the GPC Entities and the General Partner shall indemnify, defend and hold harmless each the Partnership Group Member from and against environmental and Toxic Tort losses, damages (including, without limitation, real property damages and natural resource damages), injuries (including, without limitation, personal injury and death), liabilities, claims, demands, breaches of contracts, causes of action, judgments, settlements, fines, penalties, costs and expenses (including, without limitation, court costs and reasonable attorney's and expert's fees) of any Losses and every kind or character, known or unknown, fixed or contingent, suffered or incurred by such the Partnership Group Member, directly or indirectly, by reason of or arising out of: (i) any violation or correction of any violation of Environmental Laws as in effect prior to associated with the Closing Date and such violation commenced, occurred ownership or existed before operation of the Closing DateAssets; (ii) any environmental event, event or condition or matter associated with or arising from the ownership or operation of the Assets that commenced(including, occurred or existed before the Closing Date (including without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or the release of Hazardous Substances generated by operation of the Assets at non-Asset locations)) including, including without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental Laws and (B) the cost and expense of the preparation and implementation of or to satisfy any closureapplicable Voluntary Cleanup Program, remedial, corrective action, or other plans required or necessary under Environmental Laws as in effect prior to the Closing Date; and (iii) any environmental event, condition or matter associated with or arising from the Retained Assets, whether occurring before, on or after the Closing Date and whether occurring under Environmental Laws as in effect prior to, at or after the Closing Date (clauses (i), (ii) and (iii) being referred to collectively as “Covered Environmental Losses”); provided, however, that TLLP will be obligated to indemnify such Group Member for a Covered Environmental Loss described in Section 2.1(a)(i) or Section 2.1(a)(ii) only to the extent that TLLP is notified in writing of such violation, event, condition or environmental matter prior to the Identification Deadline. (b) The Partnership shall indemnify, defend and hold harmless TLLP from and against any Losses suffered or incurred by any of the TLLP Entities, directly or indirectly, by reason of or arising out of: (i) any violation of Environmental Laws as in effect on or after the Closing Date and such violation is associated with or arises from the ownership or operation of the Assets on or after the Closing Date; and (ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Assets on or after the Closing Date (including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or the release of Hazardous Substances generated by operation of the Assets at Asset locations) including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental Laws in effect on or after the Closing Date, and (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, action or other plans required or necessary under Environmental Laws as in effect on or after to satisfy any applicable Voluntary Cleanup Program and (C) the Closing Datecost and expense for any environmental or Toxic Tort pre-trial, trial, or appellate legal or litigation support work; and regardless of whether such violation under Section 2.1(b)(ior (iii) or such environmental event, condition or matter included under Section 2.1(b)(ii) occurred before or after the Closing Date, in each case, MTBE Litigation. but only to the extent that any such violation complained of under Section 3.1(a)(i) or such events or conditions included under Section 3.1(a)(ii) occurred before the Closing Date (collectively, "Covered Environmental Losses"). (b) Except for the environmental indemnification obligation for the MTBE Litigation, all other environmental indemnification obligations in this Section 3.1 shall terminate on the fifth anniversary of the foregoing are not Covered Environmental Losses (without giving effect to the Environmental Deductible)Closing Date.

Environmental Indemnification. (a) TLLP The Borrower shall indemnify, defend reimburse, defend, and hold harmless the Lender, Collateral Agent and each Group Member from of its respective parents, subsidiaries, Affiliates, directors, officers, employees, representatives, agents, successors, assigns and attorneys (collectively, the "Indemnified Parties") for, from, and against any Losses suffered all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses (including, without limitation, interest, penalties, reasonable attorneys' fees, disbursements and expenses, and reasonable consultants' fees, disbursements and expenses (but excluding internal overhead, administrative and similar costs of the Lender and the Collateral Agent)), asserted against, resulting to, imposed on, or incurred by such Group Memberany Indemnified Party, directly or indirectly, in connection with any of the following (except to the extent same are directly and solely caused by reason the fraud, bad faith, gross negligence or willful misconduct of any Indemnified Party and except that any Indemnified Party shall not be indemnified against claims resulting from actions taken with respect to investigation or arising out of:remediation of any REO Property, Additional Mortgageable Collateral or Mortgaged Property after the Lender forecloses its Lien or security interest upon such REO Property or Additional Mortgageable Collateral unless and to the extent such indemnification relates to any of the following which occurred while the Borrower owned such REO Property or Additional Mortgageable Collateral): (i) any violation of events, circumstances, or conditions which are alleged to, or do, form the basis for an Environmental Laws as in effect prior to the Closing Date and such violation commenced, occurred or existed before the Closing DateClaim; (ii) any environmental eventpollution or threat to human health or the environment that is related in any way to the Borrower's or any previous owner's or operator's management, condition or matter associated with or arising from the use, control, ownership or operation of the Assets that commencedsuch REO Property or Additional Mortgageable Collateral (including, occurred without limitation, all on-site and off-site activities involving Hazardous Substances), and whether occurring, existing or existed before the Closing Date (including the presence of Hazardous Substances on, under, about or migrating arising prior to or from and after the Assets date hereof, and whether or not the pollution or threat to human health or the disposal or environment is described in the release of Hazardous Substances generated by operation of the Assets at non-Asset locations), including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental Laws and (B) the cost and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws as in effect prior to the Closing Date; andReports; (iii) any environmental event, condition or matter associated with or arising from the Retained Assets, whether occurring before, on or after the Closing Date and whether occurring under Environmental Laws as in effect prior to, at or after the Closing Date (clauses (i), (ii) and (iii) being referred to collectively as “Covered Environmental Losses”); provided, however, that TLLP will be obligated to indemnify such Group Member for a Covered Environmental Loss described in Section 2.1(a)(i) or Section 2.1(a)(ii) only to the extent that TLLP is notified in writing of such violation, event, condition or environmental matter prior to the Identification Deadline. (b) The Partnership shall indemnify, defend and hold harmless TLLP from and Claim against any Losses suffered Person whose liability for such Environmental Claim the Borrower has or incurred by any of the TLLP Entities, directly may have assumed or indirectly, by reason of retained either contractually or arising out of: (i) any violation of Environmental Laws as in effect on or after the Closing Date and such violation is associated with or arises from the ownership or operation of the Assets on or after the Closing Date; and (ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Assets on or after the Closing Date (including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or the release of Hazardous Substances generated by operation of the Assets at Asset locations) including law; or (Aiv) the cost and expense breach of any investigationrepresentation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, warranty or other corrective action required or necessary under Environmental Laws covenant set forth in effect on or after the Closing Date, Section 4.3(F) and (BSections 5.1(D) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws as in effect on or after the Closing Date; and regardless of whether such violation under Section 2.1(b)(i) or such environmental event, condition or matter included under Section 2.1(b)(ii) occurred before or after the Closing Date, in each case, to the extent that any of the foregoing are not Covered Environmental Losses (without giving effect to the Environmental Deductiblethrough 5.1(I).

Environmental Indemnification. (a) TLLP Sellers, jointly and severally, shall indemnify, defend and hold harmless each Group Member from and against any Losses suffered or incurred by such Group Member, directly or indirectlyindirectly (including as a result of any claim by a third party), by reason of or arising out of: (i) any violation of Environmental Laws as in effect associated with or arising from the ownership or operation of the Assets prior to the Closing Date and such violation commenced, occurred or existed before the Closing Date;; and (ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Assets that commenced, occurred or existed before as in effect prior to the Closing Date (including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or the release of Hazardous Substances generated by operation of the Assets at non-Asset locations), including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, activities or other corrective action required or necessary under Environmental Laws and Laws, (B) the cost and expense of the preparation and implementation of any closure, remedial, corrective action, action or other plans required or necessary under Environmental Laws as in effect prior Laws, and (C) the cost and expense of any environmental or toxic tort pre-trial, trial or appellate legal or litigation support work; provided, however, that with respect to the Closing Date; and (iiiany violation under Section 7.1(a)(i) or any environmental event, condition or matter associated included under Section 7.1(a)(ii), Sellers will be obligated to indemnify such Group Member only to the extent that Sellers are notified in writing of such violation or environmental event, condition or matter prior to the Identification Deadline. For the avoidance of doubt, Sellers shall have no indemnification obligations under Sections 7.1(a)(i) and 7.1(a)(ii) with respect to any claims based on additions to or arising from the Retained Assets, whether occurring before, on modifications of Environmental Laws enacted or promulgated after the Closing Date and whether occurring under Environmental Laws as Date. Losses subject to indemnification in effect prior to, at or after the Closing Date (clauses (i), (iithis Section 7.1(a) and (iii) being are referred to collectively as “Covered Environmental Losses.”); provided, however, that TLLP will be obligated to indemnify such Group Member for a Covered Environmental Loss described in Section 2.1(a)(i) or Section 2.1(a)(ii) only to the extent that TLLP is notified in writing of such violation, event, condition or environmental matter prior to the Identification Deadline. (b) The Partnership Group shall indemnify, defend and hold harmless TLLP Sellers from and against any Losses suffered or incurred by any of the TLLP EntitiesSeller, directly or indirectlyindirectly (including as a result of any claim by a third party), by reason of or arising out of: (i) any violation of Environmental Laws as in effect on or after the Closing Date and such violation is associated with or arises arising from the ownership or operation of the Assets occurring on or after the Closing Date; and (ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Assets occurring on or after the Closing Date (including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or the release of Hazardous Substances generated by operation of the Assets at non-Asset locations) ), including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, activities or other corrective action required or necessary under Environmental Laws in effect on or after the Closing DateLaws, and (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, action or other plans required or necessary under Environmental Laws as in effect on Laws, and (C) the cost and expense of any environmental or after the Closing Datetoxic tort pre-trial, trial or appellate legal or litigation support work; and regardless of whether such violation under Section 2.1(b)(i) or such environmental event, condition or matter included under Section 2.1(b)(ii) occurred before or after the Closing Date, in each case, to the extent that any of the foregoing are matters under Section 7.1(b)(i) or 7.1(b)(ii) do not constitute Covered Environmental Losses (without giving effect to the Environmental Deductible).

Environmental Indemnification. (a) TLLP Subject to Section 4.1(b), NLA Holdings shall indemnify, defend and hold harmless each the Partnership Group Member from and against any Losses suffered or incurred by such Group Memberthe Partnership Group, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of:of the following (collectively, “Covered Environmental Losses”): (i) any violation or correction of a violation of Environmental Laws as in effect prior to associated with or arising from the Closing Date and such violation commenced, occurred ownership or existed before operation of the Closing DateContributed Assets or the Contributed Interest; (ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Contributed Assets that commencedor Contributed Interest (including, occurred or existed before the Closing Date (including without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Contributed Assets or the disposal or the release of Hazardous Substances generated by operation of the Contributed Assets at non-Contributed Asset locations), including (A) the cost and expense of any that requires investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental Laws Laws, including, without limitation, (A) the cost and expense of any such activity, (B) the cost and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws as in effect prior to Laws, and (C) the Closing Datecost and expense of any environmental or toxic tort pre-trial, trial or appellate legal or litigation support work; and (iii) any environmental event, condition or matter associated with or arising from the Retained Assets, whether occurring before, on before or after the Closing Date and whether occurring Effective Date. (b) With respect to any discrete violation under Environmental Laws as in effect prior toSection 4.1(a)(i) or any discrete event, at condition or after the Closing Date (clauses (imatter included under Section 4.1(a)(ii), (ii) and (iii) being referred to collectively as “Covered Environmental Losses”); provided, however, that TLLP NLA Holdings will be obligated to indemnify such the Partnership Group Member for a Covered Environmental Loss described in Section 2.1(a)(i) or Section 2.1(a)(ii) only if and to the extent that TLLP that: (i) such violation, event, condition or matter occurred before the Effective Date under then-applicable Environmental Laws; and (ii) either (A) such violation, event, condition or matter is set forth on Schedule I attached hereto or (B) NLA Holdings is notified in writing of such violation, event, condition or environmental matter prior to the Identification Deadlinefirst anniversary of the Effective Date. For the avoidance of doubt, nothing in this Section 4.1(b) shall apply to the indemnification obligations of NLA Holdings under Section 4.1(a)(iii). (bc) The Partnership Group shall indemnify, defend and hold harmless TLLP NLA Holdings from and against any Losses suffered or incurred by any of the TLLP EntitiesNLA Holdings, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of: (i) any violation of Environmental Laws as in effect on or after the Closing Date and such violation is associated with or arises arising from the ownership or operation of the Contributed Assets on or after the Closing DateContributed Interest; and (ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Contributed Assets on or after the Closing Date Contributed Interest (including including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Contributed Assets or the disposal or the release of Hazardous Substances generated by operation of the Contributed Assets at non-Contributed Asset locations) including (A) the cost and expense of any that requires investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental Laws in effect on or after Laws, including, without limitation, (A) the Closing Datecost and expense of any such activity, and (B) the cost or and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws as in effect on Laws, and (C) the cost and expense of any environmental or after the Closing Datetoxic tort pre-trial, trial or appellate legal or litigation support work; and regardless of whether such violation under Section 2.1(b)(i4.1(c)(i) or such environmental event, condition or matter included under Section 2.1(b)(ii4.1(c)(ii) occurred before or after the Closing Effective Date, in each case, to the extent that any of the foregoing are do not constitute Covered Environmental Losses (without giving effect for which the Partnership Group is entitled to the Environmental Deductible)indemnification from NLA Holdings under this Article IV.

Environmental Indemnification. (a) TLLP Subject to Section 3.2, the GPC Entities and the General Partner shall indemnify, defend and hold harmless each the Partnership Group Member from and against environmental and Toxic Tort losses, damages (including, without limitation, real property damages and natural resource damages), injuries (including, without limitation, personal injury and death), liabilities, claims, demands, breaches of contracts, causes of action, judgments, settlements, fines, penalties, costs and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any Losses and every kind or character, known or unknown, fixed or contingent, suffered or incurred by such the Partnership Group Member, directly or indirectly, by reason of or arising out of: (i) any violation or correction of any violation of Environmental Laws as in effect prior to associated with the Closing Date and such violation commenced, occurred ownership or existed before operation of the Closing DateAssets; (ii) any environmental event, event or condition or matter associated with or arising from the ownership or operation of the Assets that commenced(including, occurred or existed before the Closing Date (including without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or the release of Hazardous Substances generated by operation of the Assets at non-Asset locations)) including, including without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental Laws and (B) the cost and expense of the preparation and implementation of or to satisfy any closureapplicable Voluntary Cleanup Program, remedial, corrective action, or other plans required or necessary under Environmental Laws as in effect prior to the Closing Date; and (iii) any environmental event, condition or matter associated with or arising from the Retained Assets, whether occurring before, on or after the Closing Date and whether occurring under Environmental Laws as in effect prior to, at or after the Closing Date (clauses (i), (ii) and (iii) being referred to collectively as “Covered Environmental Losses”); provided, however, that TLLP will be obligated to indemnify such Group Member for a Covered Environmental Loss described in Section 2.1(a)(i) or Section 2.1(a)(ii) only to the extent that TLLP is notified in writing of such violation, event, condition or environmental matter prior to the Identification Deadline. (b) The Partnership shall indemnify, defend and hold harmless TLLP from and against any Losses suffered or incurred by any of the TLLP Entities, directly or indirectly, by reason of or arising out of: (i) any violation of Environmental Laws as in effect on or after the Closing Date and such violation is associated with or arises from the ownership or operation of the Assets on or after the Closing Date; and (ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Assets on or after the Closing Date (including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or the release of Hazardous Substances generated by operation of the Assets at Asset locations) including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental Laws in effect on or after the Closing Date, and (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, action or other plans required or necessary under Environmental Laws as in effect on or after to satisfy any applicable Voluntary Cleanup Program and (C) the Closing Datecost and expense for any environmental or Toxic Tort pre-trial, trial, or appellate legal or litigation support work; and regardless of whether or (iii) the MTBE Litigation; but only to the extent that such violation complained of under Section 2.1(b)(i3.1(a)(i) or such environmental event, condition events or matter conditions included under Section 2.1(b)(ii3.1(a)(ii) occurred before or after the Closing Date (collectively, “Covered Environmental Losses”). (b) Except for the environmental indemnification obligation for the MTBE Litigation, and except for claims for Covered Environmental Losses made before the fifth anniversary of the Closing Date, which shall not terminate, all environmental indemnification obligations in each case, to this Section 3.1 shall terminate on the extent that any fifth anniversary of the foregoing are not Covered Environmental Losses (without giving effect to the Environmental Deductible)Closing Date.

Environmental Indemnification. (a) TLLP Subject to Section 3.2, the GPC Entities and the General Partner shall indemnify, defend and hold harmless each the Partnership Group Member from and against environmental and Toxic Tort losses, damages (including, without limitation, real property damages and natural resource damages), injuries (including, without limitation, personal injury and death), liabilities, claims, demands, breaches of contracts, causes of action, judgments, settlements, fines, penalties, costs and expenses (including, without limitation, court costs and reasonable attorney's and expert's fees) of any Losses and every kind or character, known or unknown, fixed or contingent, suffered or incurred by such the Partnership Group Member, directly or indirectly, by reason of or arising out of: (i) any violation or correction of any violation of Environmental Laws as in effect prior to associated with the Closing Date and such violation commenced, occurred ownership or existed before operation of the Closing DateAssets; (ii) any environmental event, event or condition or matter associated with or arising from the ownership or operation of the Assets that commenced(including, occurred or existed before the Closing Date (including without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or the release of Hazardous Substances generated by operation of the Assets at non-Asset locations)) including, including without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental Laws and (B) the cost and expense of the preparation and implementation of or to satisfy any closureapplicable Voluntary Cleanup Program, remedial, corrective action, or other plans required or necessary under Environmental Laws as in effect prior to the Closing Date; and (iii) any environmental event, condition or matter associated with or arising from the Retained Assets, whether occurring before, on or after the Closing Date and whether occurring under Environmental Laws as in effect prior to, at or after the Closing Date (clauses (i), (ii) and (iii) being referred to collectively as “Covered Environmental Losses”); provided, however, that TLLP will be obligated to indemnify such Group Member for a Covered Environmental Loss described in Section 2.1(a)(i) or Section 2.1(a)(ii) only to the extent that TLLP is notified in writing of such violation, event, condition or environmental matter prior to the Identification Deadline. (b) The Partnership shall indemnify, defend and hold harmless TLLP from and against any Losses suffered or incurred by any of the TLLP Entities, directly or indirectly, by reason of or arising out of: (i) any violation of Environmental Laws as in effect on or after the Closing Date and such violation is associated with or arises from the ownership or operation of the Assets on or after the Closing Date; and (ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Assets on or after the Closing Date (including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or the release of Hazardous Substances generated by operation of the Assets at Asset locations) including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental Laws in effect on or after the Closing Date, and (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, action or other plans required or necessary under Environmental Laws as in effect on or after to satisfy any applicable Voluntary Cleanup Program and (C) the Closing Datecost and expense for any environmental or Toxic Tort pre-trial, trial, or appellate legal or litigation support work; and regardless of whether or (iii) the MTBE Litigation; but only to the extent that such violation complained of under Section 2.1(b)(i3.1(a)(i) or such environmental event, condition events or matter conditions included under Section 2.1(b)(ii3.1(a)(ii) occurred before or after the Closing Date (collectively, "Covered Environmental Losses"). (b) Except for the environmental indemnification obligation for the MTBE Litigation, and except for claims for Covered Environmental Losses made before the fifth anniversary of the Closing Date, which shall not terminate, all environmental indemnification obligations in each case, to this Section 3.1 shall terminate on the extent that any fifth anniversary of the foregoing are not Covered Environmental Losses (without giving effect to the Environmental Deductible)Closing Date.

Environmental Indemnification. Purchaser understands and agrees that each Purchaser Indemnified Party’s right to indemnification (a) TLLP shall indemnify, defend under Section 11.02(a)(i) for breach of the representations and hold harmless each Group Member from warranties contained in Section 2.16 and (b) under Section 11.02(a)(vi) with respect to DESS will constitute its sole and exclusive remedy against any Losses suffered or incurred by such Group Member, directly or indirectly, by reason of or arising out of: (i) Seller and its Affiliates with respect to any violation of or Liability under any Environmental Laws as in effect prior Law relating to the Closing Date past, current or future facilities, properties or operations of Seller, the Business or the Purchased Assets and such all of their predecessors or Affiliates (as applicable), but excluding any violation commencedof or Liability under any Environmental Law relating to the past, occurred current or existed before future facilities, properties or operations of DESS or any of its predecessors that is unrelated to the Closing Date; (ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Assets Business. Purchaser hereby waives any right, whether arising at law or in equity, to seek contribution, cost recovery, damages or any other recourse or remedy from Seller or any of its Affiliates, and hereby releases Seller and its Affiliates from any claim, demand or liability, in each case with respect to any such violation of or Liability under any Environmental Law (but excluding any such violation of or Liability under any Environmental Law with respect to DESS or any of its predecessors that commenced, occurred or existed before is unrelated to the Closing Date (including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or the release of Hazardous Substances generated by operation of the Assets at non-Asset locationsBusiness), including (A) . Seller will have no obligation to indemnify the cost and expense Purchaser Indemnified Parties with respect to Covered Losses arising from any conditions of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental Laws and (B) the cost and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws as in effect prior to the Closing Date; and (iii) contamination first identified through any environmental event, condition sampling or matter associated with testing conducted by or arising from the Retained Assets, whether occurring before, on or behalf of Purchaser after the Closing Date and whether occurring under that is not explicitly required by Environmental Laws as in effect prior toLaw or a Governmental Authority. Seller’s obligation to indemnify the Purchaser Indemnified Parties with respect to any Covered Losses arising from investigatory, at corrective or after the Closing Date (clauses (i), (ii) and (iii) being referred remedial action relating to collectively as “Covered Environmental Losses”); provided, however, that TLLP conditions of contamination will be obligated limited to indemnify such Group Member for a Covered investigatory, corrective or remedial action required by Environmental Loss described in Section 2.1(a)(i) or Section 2.1(a)(ii) only to the extent that TLLP is notified in writing of such violation, event, condition or environmental matter prior to the Identification Deadline. (b) The Partnership shall indemnify, defend and hold harmless TLLP from and against any Losses suffered or incurred by any Law assuming continued industrial use of the TLLP Entities, directly or indirectly, by reason of or arising out of: (i) any violation of Environmental Laws as in effect on or after the Closing Date subject property and such violation is associated with or arises from the ownership or operation of the Assets on or after the Closing Date; and (ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Assets on or after the Closing Date (including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or the release of Hazardous Substances generated by operation of the Assets at Asset locations) including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, employing risk-based closure activities, or other corrective action required or necessary under Environmental Laws in effect on or after the Closing Date, standards and (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws as in effect on or after the Closing Date; and regardless of whether such violation under Section 2.1(b)(i) or such environmental event, condition or matter included under Section 2.1(b)(ii) occurred before or after the Closing Dateinstitutional controls, in each case, to the extent that any of the foregoing are not Covered case where available under applicable Environmental Losses (without giving effect to the Environmental Deductible)Law.

Environmental Indemnification. (a) TLLP Subject to Section 3.1(b), PennTex JV shall indemnify, defend and hold harmless each the Partnership Group Member from and against any Losses suffered or incurred by such Group Memberthe Partnership Group, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of:of the following (collectively, “Covered Environmental Losses”): (i) any violation or correction of a violation of Environmental Laws as in effect prior to associated with or arising from the Closing Date and such violation commenced, occurred ownership or existed before operation of the Closing DateContributed Assets or the Contributed Interest; (ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Contributed Assets that commencedor Contributed Interest (including, occurred or existed before the Closing Date (including without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Contributed Assets or the disposal or the release of Hazardous Substances generated by operation of the Contributed Assets at non-Contributed Asset locations), including (A) the cost and expense of any that requires investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental Laws Laws, including, without limitation, (A) the cost and expense of any such activity, (B) the cost and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws as in effect prior to Laws, and (C) the Closing Datecost and expense of any environmental or toxic tort pre-trial, trial or appellate legal or litigation support work; and (iii) any environmental event, condition or matter associated with or arising from the Retained Assets, whether occurring before, on before or after the Closing Date and whether occurring Effective Date. (b) With respect to any discrete violation under Environmental Laws as in effect prior toSection 3.1(a)(i) or any discrete event, at condition or after the Closing Date (clauses (imatter included under Section 3.1(a)(ii), (ii) and (iii) being referred to collectively as “Covered Environmental Losses”); provided, however, that TLLP PennTex JV will be obligated to indemnify such the Partnership Group Member for a Covered Environmental Loss described in Section 2.1(a)(i) or Section 2.1(a)(ii) only if and to the extent that TLLP that: (i) such violation, event, condition or matter occurred before the Effective Date under then-applicable Environmental Laws; and (ii) either (A) such violation, event, condition or matter is set forth on Schedule I attached hereto or (B) PennTex JV is notified in writing of such violation, event, condition or environmental matter prior to the Identification Deadlinefirst anniversary of the Effective Date. For the avoidance of doubt, nothing in this Section 3.1(b) shall apply to PennTex JV’s indemnification obligations under Section 3.1(a)(iii). (bc) The Partnership Group shall indemnify, defend and hold harmless TLLP each of the PennTex JV Entities from and against any Losses suffered or incurred by any of the TLLP PennTex JV Entities, directly or indirectly, or as a result of any claim by a third party, by reason of or arising out of: (i) any violation of Environmental Laws as in effect on or after the Closing Date and such violation is associated with or arises arising from the ownership or operation of the Contributed Assets on or after the Closing DateContributed Interest; and (ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Contributed Assets on or after the Closing Date Contributed Interest (including including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Contributed Assets or the disposal or the release of Hazardous Substances generated by operation of the Contributed Assets at non-Contributed Asset locations) including (A) the cost and expense of any that requires investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental Laws in effect on or after Laws, including, without limitation, (A) the Closing Datecost and expense of any such activity, and (B) the cost or and expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws as in effect on Laws, and (C) the cost and expense of any environmental or after the Closing Datetoxic tort pre-trial, trial or appellate legal or litigation support work; and regardless of whether such violation under Section 2.1(b)(i3.1(c)(i) or such environmental event, condition or matter included under Section 2.1(b)(ii3.1(c)(ii) occurred before or after the Closing Effective Date, in each case, to the extent that any of the foregoing are do not constitute Covered Environmental Losses (without giving effect for which the Partnership Group is entitled to the Environmental Deductible)indemnification from PennTex JV under this Article III.

Environmental Indemnification. (a) TLLP Subject to Section 3.3, TETRA shall indemnify, defend and hold harmless each the Partnership Group Member from and against any Losses environmental claims, losses and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any and every kind or character suffered or incurred by such the Partnership Group Member, directly or indirectly, by reason of or arising out of: (i) any violation of Environmental Laws as in effect prior to associated with ownership or operation of the Closing Date and such violation commenced, occurred or existed before the Closing Date;Partnership Assets; or (ii) any environmental event, event or condition or matter associated with or arising from the ownership or operation of the Partnership Assets that commenced(including, occurred or existed before the Closing Date (including without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Partnership Assets or the disposal or the release of Hazardous Substances generated by operation of the Assets at non-Asset locations)Partnership Assets) including, including without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental Laws and (B) the cost and expense of the preparation and implementation of or to satisfy any closureapplicable Voluntary Cleanup Program, remedial, corrective action, or other plans required or necessary under Environmental Laws as in effect prior to the Closing Date; and (iii) any environmental event, condition or matter associated with or arising from the Retained Assets, whether occurring before, on or after the Closing Date and whether occurring under Environmental Laws as in effect prior to, at or after the Closing Date (clauses (i), (ii) and (iii) being referred to collectively as “Covered Environmental Losses”); provided, however, that TLLP will be obligated to indemnify such Group Member for a Covered Environmental Loss described in Section 2.1(a)(i) or Section 2.1(a)(ii) only to the extent that TLLP is notified in writing of such violation, event, condition or environmental matter prior to the Identification Deadline. (b) The Partnership shall indemnify, defend and hold harmless TLLP from and against any Losses suffered or incurred by any of the TLLP Entities, directly or indirectly, by reason of or arising out of: (i) any violation of Environmental Laws as in effect on or after the Closing Date and such violation is associated with or arises from the ownership or operation of the Assets on or after the Closing Date; and (ii) any environmental event, condition or matter associated with or arising from the ownership or operation of the Assets on or after the Closing Date (including the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or the release of Hazardous Substances generated by operation of the Assets at Asset locations) including (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, risk-based closure activities, or other corrective action required or necessary under Environmental Laws in effect on or after the Closing Date, and (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, action or other plans required or necessary under Environmental Laws or to satisfy any applicable Voluntary Cleanup Program and (C) the cost and expense for any environmental pre-trial, trial or appellate legal or litigation support work; provided, in the case of clauses (A) and (B) such cost and expense shall not include the costs of and associated with project management and soil and ground water monitoring; but only to the extent that such violation complained of under Section 3.1(a)(i) or such events or conditions included under Section 3.1(a)(ii) occurred before or existed on the Closing Date (collectively, “Covered Environmental Losses”). (b) The Partnership Group shall indemnify, defend and hold harmless the TETRA Entities from and against any Covered Environmental Losses suffered or incurred by TETRA and its Affiliates relating to the Partnership Assets (as in effect well as any assets acquired by the Partnership after the Closing Date) occurring on or after the Closing Date; and regardless , except to the extent that the Partnership Group is indemnified with respect to any of whether such violation Covered Environmental Losses under Section 2.1(b)(i3.1(a). (c) or such environmental event, condition or matter included under Section 2.1(b)(ii) occurred Except for claims for Covered Environmental Losses made before or after the third anniversary of the Closing Date, which shall not terminate, all indemnification obligations in each case, to this Section 3.1 shall terminate on the extent that any third anniversary of the foregoing are not Covered Environmental Losses (without giving effect to the Environmental Deductible)Closing Date.