Common use of All Provisions in Effect Clause in Contracts

All Provisions in Effect. During any Designation Period, all provisions of this Agreement, as amended or adjusted by this Article 28, shall be in full force and effect with respect to X. Xxxx and the X. Xxxx Materials as if X. Xxxx were Party hereto in place of the Company, subject however to the following: (a) X. Xxxx’x sole payment obligation hereunder shall be to pay any amounts from time to time due under (i) Sections 4.2, 4.4 and 4.6 with respect to services actually rendered hereunder by the Partnership Parties with respect to the X. Xxxx Materials and (ii) Article 17 with respect to Liabilities directly or indirectly arising out of the activities of X. Xxxx under this Agreement; provided that if, at any time, X. Xxxx elects for any reason to make any payment to the Partnership Parties in respect of any amount owing by the Company to the Partnerships Parties hereunder, such payment shall not constitute, and shall not be deemed to result in, the assumption by X. Xxxx of any payment or other obligations of the Company under this Agreement; (b) in no event shall X. Xxxx have any responsibility for the operations or maintenance of the Pipelines or the Storage Facilities or the handling of any Crude Oil or Products held in or transported through the Pipelines or the Storage Facilities or otherwise be deemed to have assumed any non-monetary obligations of the Company for such operations, maintenance or handling under this Agreement, all of which responsibilities and obligations shall remain exclusively responsibilities and obligations of the Partnership Parties and the Company, subject to any allocation of such responsibilities and obligations between such parties in accordance with the terms of this Agreement; (c) the Company shall remain solely liable for, and X. Xxxx shall have no liability or obligation for, (1) meeting any Minimum Throughput Commitment under Section 4.1, (2) any Shortfall Payments under Section 4.3, (3) any fees payable under Section 4.5(a) or Section 4.5(b) (other than Throughput Fees for Actual Shipments of X. Xxxx Materials to the extent due under Section 4.2), (4) any Deficiency Payments under Section 4.6 (other than with respect to Throughput Fees for Actual Shipments of X. Xxxx Materials to the extent due under Section 4.2), or (5) any payment obligations in connection with a Capacity Resolution under Section 6.3, and the Partnership Parties shall invoice the Company directly for such amounts or obligations; (d) without limiting the foregoing, the following rights and benefits will run in favor of X. Xxxx: (i) any rights with respect to custody and title to the X. Xxxx Materials subject to this Agreement, (ii) any obligations of the Partnership Parties with respect to the condition and maintenance of the Pipeline and Storage Facilities, (iii) any inspection and access rights and (iv) any rights relating to measurements and volume determinations, in all cases regardless of whether any specific provision in this Agreements makes any reference to the Company’s assignee or the assignability of the right or benefit provided for in such provision; (e) in no event shall X. Xxxx have any of the rights or obligations of the Company provided in Section 4.5(a)(i), Section 4.5(b)(i), Section 6.2, Section 6.3, Section 12.4, Article 15, Article 16 and Article 22; (f) during the Designation Period, X. Xxxx and its successors and assigns shall be included as additional insured parties under all insurance policies required to be maintained by the Partnership Parties under Section 12.1 above and endorsements confirming the foregoing shall be provided to X. Xxxx from time to time prior to the Expiration Date upon X. Xxxx’x reasonable request; (g) during the Designation Period, the Company shall not agree to any waivers or consents hereunder, or amendments or modifications hereto, in each case, that would reasonably be expected to materially adversely affect X. Xxxx’x rights hereunder, without the prior express written agreement or consent of X. Xxxx; and (h) to confirm its ownership of and rights with respect to all Materials on the Pipelines or at the Storage Facilities, the Partnership Parties and the Company agree that during the Designation Period (1) X. Xxxx is authorized and entitled to file, and maintain against each of such parties protective UCC filings (including making such amendments thereto as J. Xxxx xxxxx necessary) showing X. Xxxx as owner of all X. Xxxx Materials from time to time located on the Pipelines or at the Storage Facilities and (2) they shall execute such other documents and instruments (in form and substance reasonably satisfactory to X. Xxxx) and take such further actions as X. Xxxx may reasonably request, including the execution and filing in the relevant real estate records of memoranda of access or similar documents.

All Provisions in Effect. During any Designation Period, all provisions of this Agreement, as amended or adjusted by this Article 28XXVII, shall be in full force and effect with respect to X. Xxxx and the X. Xxxx Materials as if X. Xxxx were Party party hereto in place of the CompanyCustomer, subject however to the following: (a) X. Xxxx’x sole payment obligation hereunder shall be to pay any amounts from time to time due under (i) Sections 4.2Section 3.3, 4.4 Section 4.3, Section 6.2, Section 7.2, and 4.6 Section 8.1 with respect to services actually rendered hereunder by the Partnership Parties Owner with respect to the X. Xxxx Materials and (ii) Article 17 XX with respect to Liabilities Losses directly or indirectly arising out of the activities of X. Xxxx under this Agreement; provided that if, at any time, X. Xxxx elects for any reason to make any payment to the Partnership Parties Owner in respect of any amount owing by the Company Customer to the Partnerships Parties Owner hereunder, such payment shall not constitute, and shall not be deemed to result in, the assumption by X. Xxxx of any payment or other obligations of the Company Customer under this Agreement; (b) in no event shall X. Xxxx have any responsibility for the operations or maintenance of the Pipelines or the Storage Facilities Assets or the handling of any Crude Oil or Products Materials held in or transported through the Pipelines or the Storage Facilities Assets or otherwise be deemed to have assumed any non-monetary obligations of the Company Customer for such operations, maintenance or handling under this Agreement, all of which responsibilities and obligations shall remain exclusively responsibilities and obligations of the Partnership Parties Owner and the CompanyCustomer, subject to any allocation of such responsibilities and obligations between such parties Parties in accordance with the terms of this Agreement; (c) the Company Customer shall remain solely liable for, and X. Xxxx shall have no liability or obligation for, (1i) meeting any Minimum Throughput Commitment under Section 4.1Commitment, (2ii) any Shortfall Payments under Section 4.38.4, (3iii) any fees payable under Section 4.5(a8.6(a) or Section 4.5(b8.6(b) (other than Throughput Fees for Actual Shipments of X. Xxxx Materials to the extent due under Section 4.2), (4) any Deficiency Payments under Section 4.6 (other than with respect to Throughput Fees for Actual Shipments of X. Xxxx Materials to the extent due under Section 4.23.3), or (5iv) any payment obligations in connection with a Capacity Resolution under Section 6.310.3, and the Partnership Parties Owner shall invoice the Company Customer directly for such amounts or obligations; (d) without limiting the foregoing, the following rights and benefits will run in favor of X. Xxxx: (i) any rights with respect to custody and title to the X. Xxxx Materials subject to this Agreement, (ii) any obligations of the Partnership Parties Owner with respect to the condition and maintenance of the Pipeline and Storage FacilitiesAssets, (iii) any inspection and access rights of Customer and (iv) any rights relating to measurements and volume determinations, in all cases regardless of whether any specific provision in this Agreements makes any reference to the CompanyCustomer’s assignee or the assignability of the right or benefit provided for in such provision; (e) in no event shall X. Xxxx have any of the rights or obligations of the Company Customer provided in Section 4.5(a)(i8.6(a), Section 4.5(b)(i8.6(b), Section 6.210.2, Section 6.3, Section 12.410.3, Article 15XVI, Article 16 XVIII, Article XIX, and Article 22;XXIV. (f) during the Designation Period, X. Xxxx and its successors and assigns shall be included as additional insured parties and loss payees with respect to the Materials under all insurance policies required to be maintained by the Partnership Parties Owner under Section 12.1 above Article XVI and endorsements confirming the foregoing shall be provided to X. Xxxx from time to time prior to the Expiration Date expiration or termination of the Designation Period upon X. Xxxx’x reasonable request; (g) during the Designation Period, the Company Customer shall not agree to any waivers or consents hereunder, or amendments or modifications hereto, in each case, that would reasonably be expected to materially adversely affect X. Xxxx’x rights hereunder, without the prior express written agreement or consent of X. Xxxx; and (h) to confirm its ownership of and rights with respect to all Materials on in the Pipelines or at the Storage FacilitiesAssets, the Partnership Parties Owner and the Company Customer agree that during the Designation Period (1i) X. Xxxx is authorized and entitled to file, and maintain against each of such parties Parties protective UCC filings (including making such amendments thereto as J. Xxxx xxxxx necessary) showing X. Xxxx as owner of all X. Xxxx Materials from time to time located on in the Pipelines or at the Storage Facilities Assets and (2ii) they shall execute such other documents and instruments (in form and substance reasonably satisfactory to X. Xxxx) and take such further actions as X. Xxxx may reasonably request, including the execution and filing in the relevant real estate records of memoranda of access or similar documents.

All Provisions in Effect. During any Designation Period, all provisions of this Agreement, as amended or adjusted by this Article 28Section 22, shall be in full force and effect with respect to X. Xxxx and the X. Xxxx Materials as if X. Xxxx were Party hereto in place of the CompanyLion, subject however to the following: (ai) X. Xxxx’x sole payment obligation hereunder shall be to pay any amounts from time to time due under (i) Sections 4.22(c), 4.4 2(d), and 4.6 2(h) with respect to services actually rendered hereunder by the Partnership Parties Logistics with respect to the X. Xxxx Materials and (ii) Article 17 Section 19 with respect to Liabilities directly or indirectly arising out of the activities of X. Xxxx under this Agreement; provided that if, at any time, X. Xxxx elects for any reason to make any payment to the Partnership Parties Logistics in respect of any amount owing by the Company Lion to the Partnerships Parties Logistics hereunder, such payment shall not constitute, and shall not be deemed to result in, the assumption by X. Xxxx of any payment or other obligations of the Company Lion under this Agreement; (bii) in no event shall X. Xxxx have any responsibility for the operations or maintenance of the Pipelines or Tankage and the Storage Facilities Terminal or the handling of any Crude Oil or Products Materials held in or transported through the Pipelines or Tankage and the Storage Facilities Terminal or otherwise be deemed to have assumed any non-monetary obligations of the Company Lion for such operations, maintenance or handling under this Agreement, all of which responsibilities and obligations shall remain exclusively responsibilities and obligations of the Partnership Parties Logistics and the CompanyLion, subject to any allocation of such responsibilities and obligations between such parties in accordance with the terms of this Agreement; (ciii) the Company Lion shall remain solely liable for, and X. Xxxx shall have no liability or obligation for, (1) meeting any Minimum Throughput Commitment under Section 4.12(b), (2) any Shortfall Payments under Section 4.32(e), (3) any fees amounts payable under Section 4.5(a) or Section 4.5(b2(h) (other than Throughput Fees for Actual Shipments Throughput of X. Xxxx Materials to the extent due under Section 4.22(c)), (4) any Deficiency Payments under Section 4.6 9 (other than with respect to Throughput Fees for Actual Shipments Throughput of X. Xxxx Materials to the extent due under Section 4.22(c)), or (5) any payment obligations in connection with a Capacity Resolution under Section 6.310(c), and the Partnership Parties Logistics shall invoice the Company Lion directly for such amounts or obligations; (div) without limiting the foregoing, the following rights and benefits will run in favor of X. Xxxx: (i) any rights with respect to custody and title to the X. Xxxx Materials - 40 - subject to this Agreement, (ii) any obligations of the Partnership Parties Logistics with respect to the condition and maintenance of Tankage and the Pipeline and Storage FacilitiesTerminal, (iii) any inspection and access rights and (iv) any rights relating to measurements and volume determinations, in all cases regardless of whether any specific provision in this Agreements makes any reference to the CompanyLion’s assignee or the assignability of the right or benefit provided for in such provision; (e) in no event shall X. Xxxx have any of the rights or obligations of the Company provided in Section 4.5(a)(i), Section 4.5(b)(i), Section 6.2, Section 6.3, Section 12.4, Article 15, Article 16 and Article 22; (fv) during the Designation Period, X. Xxxx and its successors and assigns shall be included as additional insured parties and loss payees with respect to the Materials under all insurance policies required to be maintained by the Partnership Parties Logistics under Section 12.1 above 15 and endorsements confirming the foregoing shall be provided to X. Xxxx from time to time prior to the Expiration Date expiration or termination of the Designation Period upon X. Xxxx’x reasonable request; (gvi) during the Designation Period, the Company Lion shall not agree to any waivers or consents hereunder, or amendments or modifications hereto, in each case, that would reasonably be expected to materially adversely affect X. Xxxx’x rights hereunder, without the prior express written agreement or consent of X. Xxxx; and (hvii) to confirm its ownership of and rights with respect to all Materials on in the Pipelines or at the Storage Facilities, the Partnership Parties Tankage and the Company Terminal, Logistics and Lion agree that during the Designation Period (1) X. Xxxx is authorized and entitled to file, and maintain against each of such parties protective UCC filings (including making such amendments thereto as J. Xxxx xxxxx necessary) showing X. Xxxx as owner of all X. Xxxx Materials from time to time located on in the Pipelines or at Tankage and the Storage Facilities Terminal and (2) they shall execute such other documents and instruments (in form and substance reasonably satisfactory to X. Xxxx) and take such further actions as X. Xxxx may reasonably request, including the execution and filing in the relevant real estate records of memoranda of access or similar documents.

All Provisions in Effect. During any Designation Period, all provisions of this Agreement, as amended or adjusted by this Article 28XXVI, shall be in full force and effect with respect to X. Xxxx and the X. Xxxx Materials as if X. Xxxx were Party party hereto in place of the CompanyCustomer, subject however to the following: (a) X. Xxxx’x sole payment obligation hereunder shall be to pay any amounts from time to time due under (i) Sections 4.23(a), 4.4 3(b) and 4.6 5 in Attachment A with respect to services Services actually rendered hereunder by the Partnership Parties Owner with respect to the X. Xxxx Materials and (ii) Article 17 XXIII with respect to Liabilities Losses directly or indirectly arising out of the activities of X. Xxxx under this Agreement; provided that if, at any time, X. Xxxx elects for any reason to make any payment to the Partnership Parties Owner in respect of any amount owing by the Company Customer to the Partnerships Parties Owner hereunder, such payment shall not constitute, and shall not be deemed to result in, the assumption by X. Xxxx of any payment or other obligations of the Company Customer under this Agreement; (b) in no event shall X. Xxxx have any responsibility for the operations or maintenance of the Pipelines or the Storage Asphalt Facilities or the handling of any Crude Oil or Products held in or transported through the Pipelines or the Storage Asphalt Facilities or otherwise be deemed to have assumed any non-monetary obligations of the Company Customer for such operations, maintenance or handling under this Agreement, all of which responsibilities and obligations shall remain exclusively responsibilities and obligations of the Partnership Parties Owner and the CompanyCustomer, subject to any allocation of such responsibilities and obligations between such parties Parties in accordance with the terms of this Agreement; (c) the Company Customer shall remain solely liable for, and X. Xxxx shall have no liability or obligation for, (1i) meeting any Minimum Throughput Commitment under Section 4.1, or (2ii) any Shortfall Payments under Section 4.3, (3) any fees payable under Section 4.5(a) or Section 4.5(b) Deficiency Revenue (other than with respect to Throughput Fees and Receipt Fees for Actual Shipments Throughput of X. Xxxx Materials to the extent due under Section 4.23(b) in Attachment A), (4) any Deficiency Payments under Section 4.6 (other than with respect to Throughput Fees for Actual Shipments of X. Xxxx Materials to the extent due under Section 4.2), or (5) any payment obligations in connection with a Capacity Resolution under Section 6.3, and the Partnership Parties shall invoice the Company directly for such amounts or obligations; (d) without limiting the foregoing, the following rights and benefits will run in favor of X. Xxxx: (i) any rights with respect to custody and title to the X. Xxxx Materials subject to this Agreement, (ii) any obligations of the Partnership Parties Owner with respect to the condition and maintenance of the Pipeline and Storage Asphalt Facilities, (iii) any inspection and access rights of Customer and (iv) any rights relating to measurements and volume determinations, in all cases regardless of whether any specific provision in this Agreements makes any reference to the CompanyCustomer’s assignee or the assignability of the right or benefit provided for in such provision; (e) in no event shall X. Xxxx have any of the rights or obligations of the Company provided in Section 4.5(a)(i), Section 4.5(b)(i), Section 6.2, Section 6.3, Section 12.4, Article 15, Article 16 and Article 22; (f) during the Designation Period, X. Xxxx and its successors and assigns shall be included as additional insured parties and loss payees with respect to the Products under all insurance policies required to be maintained by the Partnership Parties Owner under Section 12.1 above Article XX and endorsements confirming the foregoing shall be provided to X. Xxxx from time to time prior to the Expiration Date expiration or termination of the Designation Period upon X. Xxxx’x reasonable request; (gf) during the Designation Period, the Company Customer shall not agree to any waivers or consents hereunder, or amendments or modifications hereto, in each case, that would reasonably be expected to materially adversely affect X. Xxxx’x rights hereunder, without the prior express written agreement or consent of X. Xxxx; and (hg) to confirm its ownership of and rights with respect to all Materials on in the Pipelines or at the Storage Asphalt Facilities, the Partnership Parties Owner and the Company Customer agree that during the Designation Period (1i) X. Xxxx is authorized and entitled to file, and maintain against each of such parties Parties protective UCC filings (including making such amendments thereto as J. Xxxx xxxxx necessary) showing X. Xxxx as owner of all X. Xxxx Materials from time to time located on in the Pipelines or at the Storage Asphalt Facilities and (2ii) they shall execute such other documents and instruments (in form and substance reasonably satisfactory to X. Xxxx) and take such further actions as X. Xxxx may reasonably request, including the execution and filing in the relevant real estate records of memoranda of access or similar documents.to

All Provisions in Effect. During any Designation Period, all provisions of this Agreement, as amended or adjusted by this Article 28Section 22, shall be in full force and effect with respect to X. Xxxx the Intermediary and the X. Xxxx Intermediary Materials as if X. Xxxx the Intermediary were Party hereto in place of the CompanyDKTS, subject however to the following: (a) X. Xxxx’x sole payment obligation hereunder shall be to pay any amounts from time to time due under (i) Sections 4.2, 4.4 and 4.6 with respect to services actually rendered hereunder by the Partnership Parties with respect to the X. Xxxx Materials and (ii) Article 17 with respect to Liabilities directly or indirectly arising out of the activities of X. Xxxx under this Agreement; provided that ifIf, at any time, X. Xxxx the Intermediary elects for any reason to make any payment to the Partnership Parties Logistics in respect of any amount owing by the Company to the Partnerships Parties Logistics hereunder, such payment shall not constitute, and shall not be deemed to result in, the assumption by X. Xxxx the Intermediary of any payment or other obligations of the Company under this Agreement; (bii) in no event shall X. Xxxx the Intermediary have any responsibility for the operations or maintenance of the Pipelines or Tankage and the Storage Facilities Terminal or the handling of any Crude Oil or Products Materials held in or transported through the Pipelines or Tankage and the Storage Facilities Terminal or otherwise be deemed to have assumed any non-monetary obligations of the Company DKTS for such operations, maintenance or handling under this Agreement, all of which responsibilities and obligations shall remain exclusively responsibilities and obligations of the Partnership Parties Logistics and the CompanyDKTS, subject to any allocation of such responsibilities and obligations between such parties in accordance with the terms of this Agreement; (ciii) the Company DKTS shall remain solely liable for, and X. Xxxx the Intermediary shall have no liability or obligation for, (1) meeting any Minimum Throughput Commitment under Section 4.12(b), (2) any Shortfall Payments under Section 4.32(e), (3) any fees amounts payable under Section 4.5(a) or Section 4.5(b) 2 (other than Throughput Fees for Actual Shipments of X. Xxxx Materials to the extent due under Section 4.2h), (4) any Deficiency Payments under Section 4.6 9 (other than with respect to Throughput Fees for Actual Shipments Throughput of X. Xxxx Intermediary Materials to the extent due under Section 4.22(c)), or (5) any payment obligations in connection with a Capacity Resolution under Section 6.310(c), and the Partnership Parties Logistics shall invoice the Company DKTS directly for such amounts or obligations; (div) without limiting the foregoing, the following rights and benefits will run in favor of X. Xxxxthe Intermediary: (i) any rights with respect to custody and title to the X. Xxxx Intermediary Materials subject to this Agreement, (ii) any obligations of the Partnership Parties Logistics with respect to the condition and maintenance of Tankage and the Pipeline and Storage FacilitiesTerminal, (iii) any inspection and access rights and (iv) any rights relating to measurements and volume determinations, in all cases regardless of whether any specific provision in this Agreements makes any reference to the Company’s DKTS’ assignee or the assignability of the right or benefit provided for in such provision; (e) in no event shall X. Xxxx have any of the rights or obligations of the Company provided in Section 4.5(a)(i), Section 4.5(b)(i), Section 6.2, Section 6.3, Section 12.4, Article 15, Article 16 and Article 22; (fv) during the Designation Period, X. Xxxx the Intermediary and its successors and assigns shall be included as additional insured parties and loss payees with respect to the Materials under all insurance policies required to be maintained by the Partnership Parties Logistics under Section 12.1 above 15 and endorsements confirming the foregoing shall be provided to X. Xxxx the Intermediary from time to time prior to the Expiration Date expiration or termination of the Designation Period upon X. Xxxx’x the Intermediary’s reasonable request; (gvi) during the Designation Period, the Company DKTS shall not agree to any waivers or consents hereunder, or amendments or modifications hereto, in each case, that would reasonably be expected to materially adversely affect X. Xxxx’x the Intermediary’s rights hereunder, without the prior express written agreement or consent of X. Xxxxthe Intermediary; and (hvii) to confirm its ownership of and rights with respect to all Materials on in the Pipelines or at the Storage Facilities, the Partnership Parties Tankage and the Company Terminal, Logistics and DKTS agree that during the Designation Period (1) X. Xxxx the Intermediary is authorized and entitled to file, and maintain against each of such parties protective UCC filings (including making such amendments thereto as J. Xxxx xxxxx the Intermediary deems necessary) showing X. Xxxx the Intermediary as owner of all X. Xxxx Intermediary Materials from time to time located on in the Pipelines or at Tankage and the Storage Facilities Terminal and (2) they shall execute such other documents and instruments (in form and substance reasonably satisfactory to X. Xxxxthe Intermediary) and take such further actions as X. Xxxx the Intermediary may reasonably request, including the execution and filing in the relevant real estate records of memoranda of access or similar documents.

All Provisions in Effect. During any Designation Period, all provisions of this Agreement, as amended or adjusted by this Article 28, shall be in full force and effect with respect to X. Xxxx and the X. Xxxx Materials Products as if X. Xxxx were Party hereto in place of the Company, subject however to the following: (a) X. Xxxx’x sole payment obligation hereunder shall be to pay any amounts from time to time due under (i) Sections 4.23.1, 4.4 3.2, 3.3., 3.7, 3.8(c) and 4.6 3.9 with respect to services actually rendered hereunder by the Partnership Parties Operator with respect to the X. Xxxx Materials Products and (ii) Article 17 with respect to Liabilities directly or indirectly arising out of the activities of X. Xxxx under this Agreement; provided that if, at any time, X. Xxxx elects for any reason to make any payment to the Partnership Parties Operator in respect of any amount owing by the Company to the Partnerships Parties Operator hereunder, such payment shall not constitute, and shall not be deemed to result in, the assumption by X. Xxxx of any payment or other obligations of the Company under this Agreement; (b) in no event shall X. Xxxx have any responsibility for the operations or maintenance of the Pipelines or the Storage Facilities Terminal or the handling of any Crude Oil or Products held in or transported through the Pipelines or the Storage Facilities Terminal or otherwise be deemed to have assumed any non-monetary obligations of the Company for such operations, maintenance or handling under this Agreement, all of which responsibilities and obligations shall remain exclusively responsibilities and obligations of the Partnership Parties Operator and the Company, subject to any allocation of such responsibilities and obligations between such parties in accordance with the terms of this Agreement; (c) the Company shall remain solely liable for, and X. Xxxx shall have no liability or obligation for, (1) meeting any Minimum Throughput Commitment under Section 4.13.1, (2) any Shortfall Payments under Section 4.33.6, (3) any fees amounts payable under Section 4.5(a) or Section 4.5(b) (other than Throughput Fees for Actual Shipments of X. Xxxx Materials to the extent due under Section 4.23.8(b), (4) any Deficiency Payments under Section 4.6 (other than with respect to Throughput Fees for Actual Shipments of X. Xxxx Materials to the extent due under Section 4.2), or (5) any payment obligations in connection with a Capacity Resolution under Section 6.35.3 and (5) any Deficiency Payments under Section 3.9 that are related to (2), (3) or (4) above, and the Partnership Parties Operator shall invoice the Company directly for such amounts or obligations; provided that if, at any time, X. Xxxx elects for any reason to make any payment to the Operator in respect of any amount owing by the Company to the Operator hereunder, such payment shall not constitute, and shall not be deemed to result in, the assumption by X. Xxxx of any payment or other obligations of the Company under this Agreement; (d) without limiting the foregoing, the following rights and benefits will run in favor of X. Xxxx: (i) any rights with respect to custody and title to the X. Xxxx Materials Products subject to this Agreement, (ii) any obligations of the Partnership Parties Operator with respect to the condition and maintenance of the Pipeline and Storage FacilitiesTerminal, (iii) any inspection and access rights and (iv) any rights relating to measurements and volume determinations, in all cases regardless of whether any specific provision in this Agreements makes any reference to the Company’s assignee or the assignability of the right or benefit provided for in such provision; (e) in no event shall X. Xxxx have any of the rights or obligations of the Company provided in Section 4.5(a)(i3.8(b), Section 4.5(b)(i)5.2, Section 6.2, Section 6.35.3, Section 12.4, Article 15, Article 16 and Article 22; (f) during the Designation Period, X. Xxxx and its successors and assigns shall be included as additional insured parties under all insurance policies required to be maintained by the Partnership Parties Operator under Section 12.1 above and endorsements confirming the foregoing shall be provided to X. Xxxx from time to time prior to the Expiration Date upon X. Xxxx’x reasonable request; (g) during the Designation Period, the Company shall not agree to any waivers or consents hereunder, or amendments or modifications hereto, in each case, that would reasonably be expected to materially adversely affect X. Xxxx’x rights hereunder, without the prior express written agreement or consent of X. Xxxx; and (h) to confirm its ownership of and rights with respect to all Materials on the Pipelines or Products at the Storage FacilitiesTerminal, the Partnership Parties Operator and the Company agree that during the Designation Period (1) X. Xxxx is authorized and entitled to file, and maintain against each of such parties protective UCC filings (including making such amendments thereto as J. Xxxx xxxxx necessary) showing X. Xxxx as owner of all X. Xxxx Materials Products from time to time located on the Pipelines or at the Storage Facilities Terminal and (2) they shall execute such other documents and instruments (in form and substance reasonably satisfactory to X. Xxxx) and take such further actions as X. Xxxx may reasonably request, including the execution and filing in the relevant real estate records of memoranda of access or similar documents.

All Provisions in Effect. During any Designation Period, all provisions of this Agreement, as amended or adjusted by this Article 28, shall be in full force and effect with respect to X. Xxxx Intermediary and the X. Xxxx Intermediary Materials as if X. Xxxx Intermediary were Party hereto in place of the Company, subject however to the following: (a) X. Xxxx’x sole payment obligation hereunder shall be to pay any amounts from time to time due under (i) Sections 4.2, 4.4 and 4.6 with respect to services actually rendered hereunder by the Partnership Parties with respect to the X. Xxxx Materials and (ii) Article 17 with respect to Liabilities directly or indirectly arising out of the activities of X. Xxxx under this Agreement; provided that ifIf, at any time, X. Xxxx Intermediary elects for any reason to make any payment to the Partnership Parties in respect of any amount owing by the Company Customer to the Partnerships Partnership Parties hereunder, such payment shall not constitute, and shall not be deemed to result in, the assumption by X. Xxxx Intermediary of any payment or other obligations of the Company Customer under this Agreement; (b) in no event shall X. Xxxx Intermediary have any responsibility for the operations or maintenance of the Pipelines or the Storage Facilities or the handling of any Crude Oil or Products held in or transported through the Pipelines or the Storage Facilities or otherwise be deemed to have assumed any non-monetary obligations of the Company for such operations, maintenance or handling under this Agreement, all of which responsibilities and obligations shall remain exclusively responsibilities and obligations of the Partnership Parties and the Company, subject to any allocation of such responsibilities and obligations between such parties in accordance with the terms of this Agreement; (c) the Company shall remain solely liable for, and X. Xxxx Intermediary shall have no liability or obligation for, (1) meeting any Minimum Throughput Commitment under Section 4.1, (2) any Shortfall Payments under Section 4.3, (3) any fees payable under Section 4.5(a) or Section 4.5(b) (other than Throughput Fees for Actual Shipments of X. Xxxx Intermediary Materials to the extent due under Section 4.2), (4) any Deficiency Payments under Section 4.6 (other than with respect to Throughput Fees for Actual Shipments of X. Xxxx Materials to the extent due under Section 4.2)4.6, or (5) any payment obligations in connection with a Capacity Resolution under Section 6.3, and the Partnership Parties shall invoice the Company directly for such amounts or obligations; (d) without limiting the foregoing, the following rights and benefits will run in favor of X. XxxxIntermediary: (i) any rights with respect to custody and title to the X. Xxxx Intermediary Materials subject to this Agreement, (ii) any obligations of the Partnership Parties with respect to the condition and maintenance of the Pipeline and Storage Facilities, (iii) any inspection and access rights and (iv) any rights relating to measurements and volume determinations, in all cases regardless of whether any specific provision in this Agreements makes any reference to the Company’s assignee or the assignability of the right or benefit provided for in such provision; (e) in no event shall X. Xxxx Intermediary have any of the rights or obligations of the Company provided in Section 4.5(a)(i), Section 4.5(b)(i), Section 6.2, Section 6.3, Section 12.4, Article 15, Article 16 and Article 22; (f) during the Designation Period, X. Xxxx Intermediary and its successors and assigns shall be included as additional insured parties under all insurance policies required to be maintained by the Partnership Parties under Section 12.1 above and endorsements confirming the foregoing shall be provided to X. Xxxx Intermediary from time to time prior to the Expiration Date upon X. Xxxx’x Intermediary’s reasonable request; (g) during the Designation Period, the Company shall not agree to any waivers or consents hereunder, or amendments or modifications hereto, in each case, that would reasonably be expected to materially adversely affect X. Xxxx’x Intermediary’s rights hereunder, without the prior express written agreement or consent of X. XxxxIntermediary; and (h) to confirm its ownership of and rights with respect to all Materials on the Pipelines or at the Storage Facilities, the Partnership Parties and the Company agree that during the Designation Period (1) X. Xxxx Intermediary is authorized and entitled to file, and maintain against each of such parties protective UCC filings (including making such amendments thereto as J. Xxxx xxxxx Intermediary deems necessary) showing X. Xxxx Intermediary as owner of all X. Xxxx Intermediary Materials from time to time located on the Pipelines or at the Storage Facilities and (2) they shall execute such other documents and instruments (in form and substance reasonably satisfactory to X. XxxxIntermediary) and take such further actions as X. Xxxx Intermediary may reasonably request, including the execution and filing in the relevant real estate records of memoranda of access or similar documents.

All Provisions in Effect. During any Designation Period, all provisions of this Agreement, as amended or adjusted by this Article 28Section 22, shall be in full force and effect with respect to X. Xxxx and the X. Xxxx Materials as if X. Xxxx were Party hereto in place of the CompanyLion, subject however to the following: : (ai) X. Xxxx’x sole payment obligation hereunder shall be to pay any amounts from time to time due under (i) Sections 4.22(c), 4.4 2(d), and 4.6 2(h) with respect to services actually rendered hereunder by the Partnership Parties Logistics with respect to the X. Xxxx Materials and (ii) Article 17 Section 19 with respect to Liabilities directly or indirectly arising out of the activities of X. Xxxx under this Agreement; provided that if, at any time, X. Xxxx elects for any reason to make any payment to the Partnership Parties Logistics in respect of any amount owing by the Company Lion to the Partnerships Parties Logistics hereunder, such payment shall not constitute, and shall not be deemed to result in, the assumption by X. Xxxx of any payment or other obligations of the Company Lion under this Agreement; ; (bii) in no event shall X. Xxxx have any responsibility for the operations or maintenance of the Pipelines or Tankage and the Storage Facilities Terminal or the handling of any Crude Oil or Products Materials held in or transported through the Pipelines or Tankage and the Storage Facilities Terminal or otherwise be deemed to have assumed any non-monetary obligations of the Company Lion for such operations, maintenance or handling under this Agreement, all of which responsibilities and obligations shall remain exclusively responsibilities and obligations of the Partnership Parties Logistics and the CompanyLion, subject to any allocation of such responsibilities and obligations between such parties in accordance with the terms of this Agreement; ; (ciii) the Company Lion shall remain solely liable for, and X. Xxxx shall have no liability or obligation for, (1) meeting any Minimum Throughput Commitment under Section 4.12(b), (2) any Shortfall Payments under Section 4.32(e), (3) any fees amounts payable under Section 4.5(a) or Section 4.5(b2(h) (other than Throughput Fees for Actual Shipments Throughput of X. Xxxx Materials to the extent due under Section 4.22(c)), (4) any Deficiency Payments under Section 4.6 9 (other than with respect to Throughput Fees for Actual Shipments Throughput of X. Xxxx Materials to the extent due under Section 4.22(c)), or (5) any payment obligations in connection with a Capacity Resolution under Section 6.310(c), and the Partnership Parties Logistics shall invoice the Company Lion directly for such amounts or obligations; ; (div) without limiting the foregoing, the following rights and benefits will run in favor of X. Xxxx: (i) any rights with respect to custody and title to the X. Xxxx Materials - 40 - subject to this Agreement, (ii) any obligations of the Partnership Parties Logistics with respect to the condition and maintenance of Tankage and the Pipeline and Storage FacilitiesTerminal, (iii) any inspection and access rights and (iv) any rights relating to measurements and volume determinations, in all cases regardless of whether any specific provision in this Agreements makes any reference to the CompanyLion’s assignee or the assignability of the right or benefit provided for in such provision; ; (e) in no event shall X. Xxxx have any of the rights or obligations of the Company provided in Section 4.5(a)(i), Section 4.5(b)(i), Section 6.2, Section 6.3, Section 12.4, Article 15, Article 16 and Article 22; (fv) during the Designation Period, X. Xxxx and its successors and assigns shall be included as additional insured parties and loss payees with respect to the Materials under all insurance policies required to be maintained by the Partnership Parties Logistics under Section 12.1 above 15 and endorsements confirming the foregoing shall be provided to X. Xxxx from time to time prior to the Expiration Date expiration or termination of the Designation Period upon X. Xxxx’x reasonable request; ; (gvi) during the Designation Period, the Company Lion shall not agree to any waivers or consents hereunder, or amendments or modifications hereto, in each case, that would reasonably be expected to materially adversely affect X. Xxxx’x rights hereunder, without the prior express written agreement or consent of X. Xxxx; and and (hvii) to confirm its ownership of and rights with respect to all Materials on in the Pipelines or at the Storage Facilities, the Partnership Parties Tankage and the Company Terminal, Logistics and Lion agree that during the Designation Period (1) X. Xxxx is authorized and entitled to file, and maintain against each of such parties protective UCC filings (including making such amendments thereto as J. Xxxx xxxxx necessary) showing X. Xxxx as owner of all X. Xxxx Materials from time to time located on in the Pipelines or at Tankage and the Storage Facilities Terminal and (2) they shall execute such other documents and instruments (in form and substance reasonably satisfactory to X. Xxxx) and take such further actions as X. Xxxx may reasonably request, including the execution and filing in the relevant real estate records of memoranda of access or similar documents.

All Provisions in Effect. During any Designation Period, all provisions of this Agreement, as amended or adjusted by this Article 28, shall be in full force and effect with respect to X. Xxxx and the X. Xxxx Materials Products as if X. Xxxx were Party hereto in place of the Company, subject however to the following: (a) X. Xxxx’x sole payment obligation hereunder shall be to pay any amounts from time to time due under (i) Sections 4.23.1, 4.4 3.2, 3.3., 3.7, 3.8(c) and 4.6 3.9 with respect to services actually rendered hereunder by the Partnership Parties Operator with respect to the X. Xxxx Materials Products and (ii) Article 17 with respect to Liabilities directly or indirectly arising out of the activities of X. Xxxx under this Agreement; provided that if, at any time, X. Xxxx elects for any reason to make any payment to the Partnership Parties Operator in respect of any amount owing by the Company to the Partnerships Parties Operator hereunder, such payment shall not constitute, and shall not be deemed to result in, the assumption by X. Xxxx of any payment or other obligations of the Company under this Agreement; (b) in no event shall X. Xxxx have any responsibility for the operations or maintenance of the Pipelines or the Storage Facilities Terminal or the handling of any Crude Oil or Products held in or transported through the Pipelines or the Storage Facilities Terminal or otherwise be deemed to have assumed any non-monetary obligations of the Company for such operations, maintenance or handling under this Agreement, all of which responsibilities and obligations shall remain exclusively responsibilities and obligations of the Partnership Parties Operator and the Company, subject to any allocation of such responsibilities and obligations between such parties in accordance with the terms of this Agreement; (c) the Company shall remain solely liable for, and X. Xxxx shall have no liability or obligation for, (1) meeting any Minimum Throughput Commitment under Section 4.13.1, (2) any Shortfall Payments under Section 4.33.6, (3) any fees amounts payable under Section 4.5(a) or Section 4.5(b) (other than Throughput Fees for Actual Shipments of X. Xxxx Materials to the extent due under Section 4.2), (4) any Deficiency Payments under Section 4.6 (other than with respect to Throughput Fees for Actual Shipments of X. Xxxx Materials to the extent due under Section 4.2), or (5) any payment obligations in connection with a Capacity Resolution under Section 6.3, and the Partnership Parties shall invoice the Company directly for such amounts or obligations; (d) without limiting the foregoing, the following rights and benefits will run in favor of X. Xxxx: (i) any rights with respect to custody and title to the X. Xxxx Materials subject to this Agreement, (ii) any obligations of the Partnership Parties with respect to the condition and maintenance of the Pipeline and Storage Facilities, (iii) any inspection and access rights and (iv) any rights relating to measurements and volume determinations, in all cases regardless of whether any specific provision in this Agreements makes any reference to the Company’s assignee or the assignability of the right or benefit provided for in such provision; (e) in no event shall X. Xxxx have any of the rights or obligations of the Company provided in Section 4.5(a)(i), Section 4.5(b)(i), Section 6.2, Section 6.3, Section 12.4, Article 15, Article 16 and Article 22; (f) during the Designation Period, X. Xxxx and its successors and assigns shall be included as additional insured parties under all insurance policies required to be maintained by the Partnership Parties under Section 12.1 above and endorsements confirming the foregoing shall be provided to X. Xxxx from time to time prior to the Expiration Date upon X. Xxxx’x reasonable request; (g) during the Designation Period, the Company shall not agree to any waivers or consents hereunder, or amendments or modifications hereto, in each case, that would reasonably be expected to materially adversely affect X. Xxxx’x rights hereunder, without the prior express written agreement or consent of X. Xxxx; and (h) to confirm its ownership of and rights with respect to all Materials on the Pipelines or at the Storage Facilities, the Partnership Parties and the Company agree that during the Designation Period (1) X. Xxxx is authorized and entitled to file, and maintain against each of such parties protective UCC filings (including making such amendments thereto as J. Xxxx xxxxx necessary) showing X. Xxxx as owner of all X. Xxxx Materials from time to time located on the Pipelines or at the Storage Facilities and (2) they shall execute such other documents and instruments (in form and substance reasonably satisfactory to X. Xxxx) and take such further actions as X. Xxxx may reasonably request, including the execution and filing in the relevant real estate records of memoranda of access or similar documents.under