Common use of Operator Covenants Clause in Contracts

Operator Covenants. During the Term, Operator covenants as follows: (i) General Partner, on behalf of Operator, will provide necessary personnel, equipment and other services for the operation, management and maintenance of the Marine Terminals in accordance with the terms of the Terminal 2 Lease, the Storage Services Agreement, the BAUTA (including any Terminal Service Order pursuant thereto), any other third party use agreements, and this Agreement. (ii) Operator will reimburse TRMC for: (1) all rentals paid under the Terminal 2 Lease; (2) any and all repairs and maintenance costs and capital expenditures for the Marine Terminals, including without limitation all state or POLB required Marine Oil Terminal Engineering and Maintenance Standards (“MOTEMS”) obligations (other than those scheduled prior to the Execution Date and covered under the Omnibus Agreement), for which Operator may recover TRMC’s proportionate share of such costs and expenditures pursuant to the Long Beach Berth Throughput Agreement, but excluding the Tranche 2 Contribution Agreement items specified in Schedule VI of the Omnibus Agreement; (3) without duplication of any amounts reimbursed or paid under the other paragraphs of this Agreement, the Omnibus Agreement or the Operational Services Agreement, any and all taxes, fees, charges, insurance premiums, assessments or spill planning and/or response costs (except those costs for oil spill response services provided by the Marine Preservation Association and Marine Spill Response Corporation related to obligations for oil spill prevention response, as provided in Schedule IV of the Omnibus Agreement) and any amounts due for utility services incurred by TRMC as lessee under the Terminal 2 Lease, or as owner of Terminal 2 or the Facilities; (4) but excluding all pass through fees and costs paid by TRMC to the POLB or third parties relating to the use of the Marine Terminals by TRMC or other third parties and taxes that would otherwise be reimbursed by TRMC or third parties under the Long Beach Berth Throughput Agreement or similar provisions of third party agreements. (iii) Operator will indemnify TRMC against any other Claims, liabilities or losses that TRMC incurs in its status as lessee under the Terminal 2 Lease or owner of Terminal 2 or the Facilities during the Term, except for pass through fees and costs excluded under Section 5(a)(ii)(4) above. (iv) Operator will not enter into any other third party contracts for use of Terminal 2 which increase the total dock utilization to greater than forty-five percent (45%) of the total available hours of Terminal 2 without prior consent of TRMC.

Operator Covenants. During the Term, Operator covenants as follows: (i) the General Partner, on behalf of Operator, will provide necessary personnel, equipment and other services for the operation, management and maintenance of the Marine Terminals Long Beach Assets in accordance with the terms of the Terminal 2 Lease, the Storage Services AgreementLease HD-2114, the BAUTA (including any Terminal Service Order pursuant the schedules thereto), any other third party use agreements, and this Agreement. (ii) Operator will reimburse TRMC for: (1) all rentals paid under the Terminal 2 LeaseLease HD-2114; (2) any and all repairs and maintenance costs and capital expenditures for the Marine TerminalsLong Beach Assets, including without limitation all state State or POLB required Marine Oil Terminal Engineering and Maintenance Standards (“MOTEMS”) obligations (other than those scheduled prior to the Execution Date and covered under the Omnibus Agreement), for which Operator may recover TRMC’s proportionate share of such costs and expenditures pursuant to but excluding the Long Beach Berth Throughput Agreement, but excluding the Tranche 2 Contribution Agreement items specified in Schedule VI of the Omnibus Agreement, and any and all repairs and maintenance costs and capital expenditures resulting from a defect in existence at the Execution Date for which TRMC shall indemnify Operator pursuant to the Omnibus Agreement; (3) all right of way expenses for the Pipelines; (4) without duplication of any amounts reimbursed or paid under the other paragraphs of this Agreement, the Omnibus Agreement or the Operational Services Agreement, any and all taxes, fees, charges, insurance premiums, assessments or spill planning and/or response costs (except those costs for oil spill response services provided by the Marine Preservation Association (“MPA”) and Marine Spill Response Corporation (“MSRC”) related to obligations for oil spill prevention response, as provided in Schedule IV of the Omnibus Agreement) and any amounts due for utility services incurred by TRMC as lessee under the Terminal 2 Lease, Lease HD-2114 or as owner of Terminal 2 the Pipelines or the FacilitiesStaging Facility; (45) but excluding all pass through fees and costs paid by TRMC to the POLB or third parties relating to the use of the Marine Terminals Long Beach Assets by TRMC or other third parties and taxes that would otherwise be reimbursed by TRMC or third parties under Section 6(a) or Section 6(c) of the Long Beach Berth Throughput Agreement BAUTA or similar provisions of third party agreements. (iii) Operator will indemnify TRMC against any other Claims, liabilities or losses that TRMC incurs in its status as lessee Lessee under the Terminal 2 Lease HD-2114 or owner of Terminal 2 or the Facilities Staging Facility and Pipelines during the Term, except for pass through fees and costs excluded under Section 5(a)(ii)(45(a)(ii)(5) above. (iv) Operator will not enter into any other third party contracts for use of Terminal 2 the Long Beach Assets which increase the total dock Dock utilization to greater than forty-five percent (45%) of the total available hours of the Terminal 2 or provide access to or use of the Pipelines to any third party without the prior written consent of TRMC.