Common use of ASSIGNMENT; PARTNERSHIP CHANGE OF CONTROL Clause in Contracts

ASSIGNMENT; PARTNERSHIP CHANGE OF CONTROL. (a) Tesoro shall not assign all of its obligations hereunder without TLO’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however; that Tesoro may assign this Agreement, without TLO’s consent, in connection with a sale by Tesoro of a Refinery associated with one of TLO’s Terminals so long as the transferee: (i) agrees to assume all of Tesoro’s obligations under this Agreement with respect to the associated Terminal(s); and (ii) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by Tesoro in its reasonable judgment. (b) TLO shall not assign its rights or obligations under this Agreement without Tesoro’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that (i) TLO may assign this Agreement without Tesoro’s consent in connection with a sale by TLO of one or more of its Terminals so long as the transferee: (A) agrees to assume all of TLO’s obligations under this Agreement with respect to the associated Terminal(s); (B) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by TLO in its reasonable judgment; and (C) is not a competitor of Tesoro; and (ii) TLO shall be permitted to make a collateral assignment of this Agreement solely to secure working capital financing for TLO. (c) If either Tesoro or TLO assigns its rights or obligations under this Agreement relating to a specific Terminal, then: (i) the Minimum Throughput Commitment shall be converted to the Adjusted Minimum Volume Commitment for the Terminals remaining subject to this Agreement by reducing by the amount of the Stipulated Volume for such assigned Terminal, and both Tesoro’s and TLO’s obligations shall continue with respect to the remaining Terminals and the Adjusted Minimum Throughput Commitment; and (ii) the rights and obligations relating to the affected Terminal, and its Stipulated Volume, shall be novated into a new agreement with the assignee, and such assignee shall be responsible for the performance of the assigning Party’s obligations relating to the affected Terminal. (d) Any assignment that is not undertaken in accordance with the provisions set forth above shall be null and void ab initio. A Party making any assignment shall promptly notify the other Party of such assignment, regardless of whether consent is required. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. (e) Tesoro’s obligations hereunder shall not terminate in connection with a Partnership Change of Control, provided however, that in the case of a Partnership Change of Control, Tesoro shall have the option to extend the Term of this Agreement as provided in Section 3. TLO shall provide Tesoro with notice of any Partnership Change of Control at least sixty (60) days prior to the effective date thereof.

ASSIGNMENT; PARTNERSHIP CHANGE OF CONTROL. (a) Tesoro TRMC shall not assign all any of its rights or obligations hereunder under this Agreement without TLO’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however; , that Tesoro TRMC may assign this Agreement, Agreement without TLO’s consent, consent in connection with a sale by Tesoro TRMC of a the SLC Refinery associated with one of TLO’s Terminals so long as the transferee: (i) agrees to assume all of TesoroTRMC’s obligations under this Agreement with respect to the associated Terminal(s); and (ii) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by Tesoro TRMC in its reasonable judgment. (b) TLO shall not assign any of its rights or obligations under this Agreement without TesoroTRMC’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that (i) TLO may assign this Agreement without TesoroTRMC’s consent in connection with a sale by TLO of one or more of its Terminals the Short Haul Pipelines so long as the transferee: (A) agrees to assume all of TLO’s obligations under this Agreement with respect to the associated Terminal(s)Agreement; (B) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by TLO in its reasonable judgment; and (C) is not a competitor of TesoroTRMC; and (ii) TLO shall be permitted to make a collateral assignment of this Agreement solely to secure working capital financing for TLO. (c) If either Tesoro or TLO assigns its rights or obligations under this Agreement relating to a specific Terminal, then: (i) the Minimum Throughput Commitment shall be converted to the Adjusted Minimum Volume Commitment for the Terminals remaining subject to this Agreement by reducing by the amount of the Stipulated Volume for such assigned Terminal, and both Tesoro’s and TLO’s obligations shall continue with respect to the remaining Terminals and the Adjusted Minimum Throughput Commitment; and (ii) the rights and obligations relating to the affected Terminal, and its Stipulated Volume, shall be novated into a new agreement with the assignee, and such assignee shall be responsible for the performance of the assigning Party’s obligations relating to the affected Terminal. (d) Any assignment that is not undertaken in accordance with the provisions set forth above shall be null and void ab initio. A Party making any assignment shall promptly notify the other Party of such assignment, regardless of whether consent is required. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. (ed) TesoroTRMC’s obligations hereunder shall not terminate in connection with a Partnership Change of Control, provided provided, however, that in the case of a any Partnership Change of Control, Tesoro TRMC shall have the option to extend the Term of this Agreement as provided in Section 34. TLO shall provide Tesoro TRMC with notice of any Partnership Change of Control at least sixty (60) days prior to the effective date thereof.

ASSIGNMENT; PARTNERSHIP CHANGE OF CONTROL. (a) Tesoro Delek Refining shall not assign all of its obligations hereunder without TLODelek-Big Sandy’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however; however that Tesoro (i) Delek Refining may assign this Agreement, Agreement without TLODelek-Big Sandy’s consent, consent in connection with a sale by Tesoro Delek Refining of a Refinery associated with one all or substantially all of TLO’s Terminals the Refinery, including by merger, equity sale, asset sale or otherwise, so long as the transferee: (i1) agrees to assume all of TesoroDelek Refining’s obligations under this Agreement with respect to the associated Terminal(s); and (ii2) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by Tesoro Delek Refining in its reasonable judgment; and (ii) Delek Refining shall be permitted to make a collateral assignment of this Agreement solely to secure financing for Delek US and its Affiliates. (b) TLO Delek-Big Xxxxx shall not assign its rights or obligations under this Agreement without Tesoro’s prior written consentconsent from Delek Refining, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that (i) TLO Delek-Big Xxxxx may assign this Agreement without TesoroDelek Refining’s consent in connection with a sale by TLO Delek-Big Xxxxx of one the Terminal, including by merger, equity sale, asset sale or more of its Terminals otherwise so long as the transferee: (A1) agrees to assume all of TLODelek-Big Sandy’s obligations under this Agreement with respect to the associated Terminal(s)Agreement; (B2) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by TLO Delek-Big Xxxxx in its reasonable judgment; and (C3) is not a competitor of TesoroDelek Refining, as determined by Delek Refining in good faith; and (ii) TLO Delek-Big Xxxxx shall be permitted to make a collateral assignment of this Agreement solely to secure working capital financing for TLODelek-Big Xxxxx and its Affiliates. (c) If either Tesoro or TLO assigns its rights or obligations under this Agreement relating to a specific Terminal, then: (i) the Minimum Throughput Commitment shall be converted to the Adjusted Minimum Volume Commitment for the Terminals remaining subject to this Agreement by reducing by the amount of the Stipulated Volume for such assigned Terminal, and both Tesoro’s and TLO’s obligations shall continue with respect to the remaining Terminals and the Adjusted Minimum Throughput Commitment; and (ii) the rights and obligations relating to the affected Terminal, and its Stipulated Volume, shall be novated into a new agreement with the assignee, and such assignee shall be responsible for the performance of the assigning Party’s obligations relating to the affected Terminal. (d) Any assignment that is not undertaken in accordance with the provisions set forth above shall be null and void ab initio. A Party making any assignment shall promptly notify the other Party of such assignment, regardless of whether consent is required. . (d) This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. (e) TesoroDelek Refining’s obligations hereunder shall not terminate in connection with a Partnership Change of Control, provided however, that in the case of a Partnership Change of Control, Tesoro Delek Refining shall have the option to extend the Term of this Agreement as provided in Section 32 without regard to the notice periods provided in the fourth sentence of Section 2(a). TLO Delek-Big Xxxxx shall provide Tesoro Delek Refining with notice of any Partnership Change of Control at least sixty (60) days prior to the effective date thereof.

ASSIGNMENT; PARTNERSHIP CHANGE OF CONTROL. (a) Tesoro TRMC shall not assign all any of its rights or obligations hereunder under this Agreement without TLO’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however; , that Tesoro TRMC may assign this Agreement, Agreement without TLO’s consent, consent in connection with a sale by Tesoro TRMC of a the Refinery associated with one of TLO’s Terminals so long as the transferee: (i) agrees to assume all of TesoroTRMC’s obligations under this Agreement with respect to the associated Terminal(s); and (ii) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by Tesoro TRMC in its reasonable judgment. (b) TLO shall not assign any of its rights or obligations under this Agreement without TesoroTRMC’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that (i) TLO may assign this Agreement without TesoroTRMC’s consent in connection with a sale by TLO of one or more of its Terminals the Storage Facility so long as the transferee: (A) agrees to assume all of TLO’s obligations under this Agreement with respect to the associated Terminal(s)Agreement; (B) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by TLO in its reasonable judgment; and (C) is not a competitor of TesoroTRMC; and (ii) TLO shall be permitted to make a collateral assignment of this Agreement solely to secure working capital financing for TLO. (c) If either Tesoro or TLO assigns its rights or obligations under this Agreement relating to a specific Terminal, then: (i) the Minimum Throughput Commitment shall be converted to the Adjusted Minimum Volume Commitment for the Terminals remaining subject to this Agreement by reducing by the amount of the Stipulated Volume for such assigned Terminal, and both Tesoro’s and TLO’s obligations shall continue with respect to the remaining Terminals and the Adjusted Minimum Throughput Commitment; and (ii) the rights and obligations relating to the affected Terminal, and its Stipulated Volume, shall be novated into a new agreement with the assignee, and such assignee shall be responsible for the performance of the assigning Party’s obligations relating to the affected Terminal. (d) Any assignment that is not undertaken in accordance with the provisions set forth above shall be null and void ab initio. A Party making any assignment shall promptly notify the other Party of such assignment, regardless of whether consent is required. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. (ed) TesoroTRMC’s obligations hereunder shall not terminate in connection with a Partnership Change of Control, provided provided, however, that in the case of a any Partnership Change of Control, Tesoro TRMC shall have the option to extend the Term of this Agreement as provided in Section 34. TLO shall provide Tesoro TRMC with notice of any Partnership Change of Control at least sixty (60) days prior to the effective date thereof.

ASSIGNMENT; PARTNERSHIP CHANGE OF CONTROL. (a) Tesoro TRMC shall not assign all any of its rights or obligations hereunder under this Agreement without TLOTHPP’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however; , that Tesoro TRMC may assign this Agreement, Agreement without TLOTHPP’s consent, consent in connection with a sale by Tesoro TRMC of a the Mandan Refinery associated with one of TLO’s Terminals so long as the transferee: (i) agrees to assume all of TesoroTRMC’s obligations under this Agreement with respect to the associated Terminal(s); and (ii) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by Tesoro TRMC in its reasonable judgment. (b) TLO THPP shall not assign any of its rights or obligations under this Agreement without TesoroTRMC’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that (i) TLO THPP may assign this Agreement without TesoroTRMC’s consent in connection with a sale by TLO THPP of one or more of its Terminals the Pipeline System so long as the transferee: (A) agrees to assume all of TLOTHPP’s obligations under this Agreement with respect to the associated Terminal(s)Agreement; (B) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by TLO THPP in its reasonable judgment; and (C) is not a competitor of TesoroTRMC; and (ii) TLO THPP shall be permitted to make a collateral assignment of this Agreement solely to secure working capital financing for TLOTHPP. (c) If either Tesoro or TLO assigns its rights or obligations under this Agreement relating to a specific Terminal, then: (i) the Minimum Throughput Commitment shall be converted to the Adjusted Minimum Volume Commitment for the Terminals remaining subject to this Agreement by reducing by the amount of the Stipulated Volume for such assigned Terminal, and both Tesoro’s and TLO’s obligations shall continue with respect to the remaining Terminals and the Adjusted Minimum Throughput Commitment; and (ii) the rights and obligations relating to the affected Terminal, and its Stipulated Volume, shall be novated into a new agreement with the assignee, and such assignee shall be responsible for the performance of the assigning Party’s obligations relating to the affected Terminal. (d) Any assignment that is not undertaken in accordance with the provisions set forth above shall be null and void ab initio. A Party making any assignment shall promptly notify the other Party of such assignment, regardless of whether consent is required. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. (ed) TesoroTRMC’s obligations hereunder shall not terminate in connection with a Partnership Change of Control, provided provided, however, that in the case of a any Partnership Change of Control, Tesoro TRMC shall have the option to extend the Term of this Agreement as provided in Section 34. TLO THPP shall provide Tesoro TRMC with notice of any Partnership Change of Control at least sixty (60) days prior to the effective date thereof.

ASSIGNMENT; PARTNERSHIP CHANGE OF CONTROL. (a) Tesoro TRMC shall not assign all any of its rights or obligations hereunder under this Agreement without TLO’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however; : that Tesoro TRMC may assign this Agreement, Agreement without TLO’s consent, consent in connection with a sale by Tesoro TRMC of a the Mandan Refinery associated with one of TLO’s Terminals so long as the transferee: (i) agrees to assume all of TesoroTRMC’s obligations under this Agreement with respect to the associated Terminal(s); and (ii) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by Tesoro TRMC in its reasonable judgment. (b) TLO shall not assign any of its rights or obligations under this Agreement without TesoroTRMC’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, ; that (i) TLO may assign this Agreement without TesoroTRMC’s consent in connection with a sale by TLO of one or more of its Terminals TLO’s truck gathering operation so long as the transferee: (A) agrees to assume all of TLO’s obligations under this Agreement with respect to the associated Terminal(s); Agreement, (B) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by TLO in its reasonable judgment; , and (C) is not a competitor of TesoroTRMC; and (ii) TLO shall be permitted to make a collateral assignment of this Agreement solely to secure working capital financing for TLO. (c) If either Tesoro or TLO assigns its rights or obligations under this Agreement relating to a specific Terminal, then: (i) the Minimum Throughput Commitment shall be converted to the Adjusted Minimum Volume Commitment for the Terminals remaining subject to this Agreement by reducing by the amount of the Stipulated Volume for such assigned Terminal, and both Tesoro’s and TLO’s obligations shall continue with respect to the remaining Terminals and the Adjusted Minimum Throughput Commitment; and (ii) the rights and obligations relating to the affected Terminal, and its Stipulated Volume, shall be novated into a new agreement with the assignee, and such assignee shall be responsible for the performance of the assigning Party’s obligations relating to the affected Terminal. (d) Any assignment that is not undertaken in accordance with the provisions set forth above shall be null and void ab initio. A Party making any assignment shall promptly notify the other Party of such assignment, regardless of whether consent is required. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. (ed) TesoroTRMC’s obligations hereunder shall not terminate in connection with a Partnership Change of Control, provided however, that in the case of a Partnership Change of Control, Tesoro shall have the option to extend the Term of this Agreement as provided in Section 3. TLO shall provide Tesoro with notice of any Partnership Change of Control at least sixty (60) days prior to the effective date thereof.

ASSIGNMENT; PARTNERSHIP CHANGE OF CONTROL. (a) Tesoro Delek Refining shall not assign all of its obligations hereunder without TLODelek-Big Sandy’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however; however that Tesoro (i) Delek Refining may assign this Agreement, Agreement without TLODelek-Big Sandy’s consent, consent in connection with a sale by Tesoro Delek Refining of a Refinery associated with one all or substantially all of TLO’s Terminals the Refinery, including by merger, equity sale, asset sale or otherwise, so long as the transferee: (i1) agrees to assume all of TesoroDelek Refining’s obligations under this Agreement with respect to the associated Terminal(s); and (ii2) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by Tesoro Delek Refining in its reasonable judgment; and (ii) Delek Refining shall be permitted to make a collateral assignment of this Agreement solely to secure financing for Delek US and its Affiliates. (b) TLO shall not Delek-Big Sandy shxxx xot assign its rights or obligations under this Agreement without Tesoro’s prior written consentconsent from Delek Refining, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that (i) TLO may assign Delek-Big Sandy max xxxign this Agreement without TesoroDelek Refining’s consent in connection with a sale by TLO Delek-Big Sandy of one xxx Facilities, including by merger, equity sale, asset sale or more of its Terminals otherwise so long as the transferee: (A1) agrees to assume all of TLODelek-Big Sandy’s obligations under this Agreement with respect to the associated Terminal(s)Agreement; (B2) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by TLO Delek-Big Sandy in its xxx reasonable judgment; and (C3) is not a competitor of TesoroDelek Refining, as determined by Delek Refining in good faith; and (ii) TLO shall be Delek-Big Sandy shxxx xe permitted to make a collateral assignment of this Agreement solely to secure working capital financing for TLODelek-Big Sandy anx xxx Affiliates. (c) If either Tesoro or TLO assigns its rights or obligations under this Agreement relating to a specific Terminal, then: (i) the Minimum Throughput Commitment shall be converted to the Adjusted Minimum Volume Commitment for the Terminals remaining subject to this Agreement by reducing by the amount of the Stipulated Volume for such assigned Terminal, and both Tesoro’s and TLO’s obligations shall continue with respect to the remaining Terminals and the Adjusted Minimum Throughput Commitment; and (ii) the rights and obligations relating to the affected Terminal, and its Stipulated Volume, shall be novated into a new agreement with the assignee, and such assignee shall be responsible for the performance of the assigning Party’s obligations relating to the affected Terminal. (d) Any assignment that is not undertaken in accordance with the provisions set forth above shall be null and void ab initio. A Party making any assignment shall promptly notify the other Party of such assignment, regardless of whether consent is required. . (d) This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. (e) TesoroDelek Refining’s obligations hereunder shall not terminate in connection with a Partnership Change of Control, provided however, that in the case of a Partnership Change of Control, Tesoro Delek Refining shall have the option to extend the Term of this Agreement as provided in Section 32 without regard to the notice periods provided in the fourth sentence of Section 2(a). TLO shall provide Tesoro Delek-Big Sandy shxxx xrovide Delek Refining with notice of any Partnership Change of Control at least sixty (60) days prior to the effective date thereof.

ASSIGNMENT; PARTNERSHIP CHANGE OF CONTROL. (a) Tesoro TRMC shall not assign all assign, subcontract or delegate any of its rights or obligations hereunder under this Agreement without TLOTSPC’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however; , that Tesoro TRMC may assign this Agreement, Agreement without TLOTSPC’s consent, consent in connection with a sale by Tesoro TRMC of a the Refinery associated with one of TLO’s Terminals so long as the transferee: (i) agrees to assume all of TesoroTRMC’s obligations under this Agreement with respect to the associated Terminal(s); and (ii) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by Tesoro TRMC in its reasonable judgment. (b) TLO TSPC shall not assign any of its rights or obligations under this Agreement without TesoroTRMC’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that (i) TLO TSPC may assign this Agreement without TesoroTRMC’s consent in connection with a sale by TLO TSPC of one or more of its Terminals the SoCal Pipelines so long as the transferee: (A) agrees to assume all of TLOTSPC’s obligations under this Agreement with respect to the associated Terminal(s)Agreement; (B) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by TLO TSPC in its reasonable judgment; and (C) is not a competitor of TesoroTRMC; and (ii) TLO TSPC shall be permitted to make a collateral assignment of this Agreement solely to secure working capital financing for TLOTSPC. (c) If either Tesoro or TLO assigns its rights or obligations under this Agreement relating to a specific Terminal, then: (i) the Minimum Throughput Commitment shall be converted to the Adjusted Minimum Volume Commitment for the Terminals remaining subject to this Agreement by reducing by the amount of the Stipulated Volume for such assigned Terminal, and both Tesoro’s and TLO’s obligations shall continue with respect to the remaining Terminals and the Adjusted Minimum Throughput Commitment; and (ii) the rights and obligations relating to the affected Terminal, and its Stipulated Volume, shall be novated into a new agreement with the assignee, and such assignee shall be responsible for the performance of the assigning Party’s obligations relating to the affected Terminal. (d) Any assignment that is not undertaken in accordance with the provisions set forth above shall be null and void ab initio. A Party making any assignment shall promptly notify the other Party of such assignment, regardless of whether consent is required. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. (ed) TesoroTRMC’s obligations hereunder shall not terminate in connection with a Partnership Change of Control, provided provided, however, that in the case of a any Partnership Change of Control, Tesoro TRMC shall have the option to extend the Term of this Agreement as provided in Section 34. TLO TSPC shall provide Tesoro TRMC with notice of any Partnership Change of Control at least sixty (60) days prior to the effective date thereof.

ASSIGNMENT; PARTNERSHIP CHANGE OF CONTROL. (a) Tesoro shall not assign all of its obligations hereunder or under a Purchase Order without TLO’s 's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however; that Tesoro may assign this AgreementAgreement or any Purchase Order, without TLO’s 's consent, in connection with a sale by Tesoro of a Refinery associated with one of TLO’s 's Terminals so long as the transferee: (i) agrees to assume all of Tesoro’s 's obligations under this Agreement and any Purchase Order with respect to the associated Terminal(s); and (ii) is financially and operationally capable of fulfilling the terms of this AgreementAgreement and any Purchase Order, which determination shall be made by Tesoro in its reasonable judgment. (b) TLO shall not assign its rights or obligations under this Agreement or any Purchase Order without Tesoro’s 's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that (i) TLO may assign this Agreement or any Purchase Order without Tesoro’s 's consent in connection with a sale by TLO of one or more of its Terminals so long as the transferee: (A) agrees to assume all of TLO’s 's obligations under this Agreement and any Purchase Order with respect to the associated Terminal(s); (B) is financially and operationally capable of fulfilling the terms of this AgreementAgreement and any Purchase Order, which determination shall be made by TLO in its reasonable judgment; and (C) is not a competitor of Tesoro; and (ii) TLO shall be permitted to make a collateral assignment of this Agreement or any Purchase Order solely to secure working capital financing for TLO. (c) If either Tesoro or TLO assigns its rights or obligations under this Agreement or any Purchase Order relating to a specific Terminal, then: (i) the Minimum Throughput Commitment shall be converted to the Adjusted Minimum Volume Commitment for the Terminals remaining subject to this Agreement or applicable Purchase Order by reducing by the amount of the Stipulated Volume for such assigned Terminal, and both Tesoro’s 's and TLO’s 's obligations shall continue with respect to the remaining Terminals and the Adjusted Minimum Throughput Commitment; and (ii) the rights and obligations relating to the affected Terminal, and its Stipulated Volume, shall be novated into a new agreement with the assignee, and such assignee shall be responsible for the performance of the assigning Party’s 's obligations relating to the affected Terminal. (d) Any assignment that is not undertaken in accordance with the provisions set forth above shall be null and void ab initio. A Party making any assignment shall promptly notify the other Party of such assignment, regardless of whether consent is required. This Agreement and any Purchase Order shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. (e) Tesoro’s 's obligations hereunder shall not terminate in connection with a Partnership Change of Control, provided however, that in the case of a Partnership Change of Control, Tesoro shall have the option to extend the Term of this Agreement as provided in Section 3. TLO shall provide Tesoro with notice of any Partnership Change of Control at least sixty (60) days prior to the effective date thereof.

ASSIGNMENT; PARTNERSHIP CHANGE OF CONTROL. (a) Tesoro shall not assign all of its obligations hereunder or under a Terminal Service Order without TLO’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however; that Tesoro may assign this AgreementAgreement or any Terminal Service Order, without TLO’s consent, in connection with a sale by Tesoro of a Refinery associated with one of TLO’s Terminals so long as the transferee: (i) agrees to assume all of Tesoro’s obligations under this Agreement and any Terminal Service Order with respect to the associated Terminal(s); and (ii) is financially and operationally capable of fulfilling the terms of this AgreementAgreement and any Terminal Service Order, which determination shall be made by Tesoro in its reasonable judgment. (b) TLO shall not assign its rights or obligations under this Agreement or any Terminal Service Order without Tesoro’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that (i) TLO may assign this Agreement or any Terminal Service Order without Tesoro’s consent in connection with a sale by TLO of one or more of its Terminals so long as the transferee: (A) agrees to assume all of TLO’s obligations under this Agreement and any Terminal Service Order with respect to the associated Terminal(s); (B) is financially and operationally capable of fulfilling the terms of this AgreementAgreement and any Terminal Service Order, which determination shall be made by TLO in its reasonable judgment; and (C) is not a competitor of Tesoro; and (ii) TLO shall be permitted to make a collateral assignment of this Agreement or any Terminal Service Order solely to secure working capital financing for TLO. (c) If either Tesoro or TLO assigns its rights or obligations as permitted under this Agreement or any Terminal Service Order relating to a specific Terminal, then: (i) the Minimum Throughput Commitment shall be converted to the Adjusted Minimum Volume Commitment for the Terminals remaining subject to this Agreement or applicable Terminal Service Order by reducing by the amount of the Stipulated Volume for such assigned Terminal, and both Tesoro’s and TLO’s obligations shall continue with respect to the remaining Terminals and the Adjusted adjusted Minimum Throughput Commitment; and (ii) the rights and obligations relating to the affected Terminal, and its Stipulated Volume, shall be novated into a new agreement with the assignee, and such assignee shall be responsible for the performance of the assigning Party’s obligations relating to the affected Terminal. (d) Any assignment that is not undertaken in accordance with the provisions set forth above shall be null and void ab initio. A Party making any assignment shall promptly notify the other Party of such assignment, regardless of whether consent is required. This Agreement and any Terminal Service Order shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. (e) Tesoro’s obligations hereunder shall not terminate in connection with a Partnership Change of Control, provided however, that in the case of a Partnership Change of Control, Tesoro shall have the option to extend the Term of this Agreement as provided in Section 3. TLO shall provide Tesoro with notice of any Partnership Change of Control at least sixty (60) days prior to the effective date thereof.

ASSIGNMENT; PARTNERSHIP CHANGE OF CONTROL. (a) Tesoro As of the Execution Date, the General Partner shall not assign all of its rights and obligations under this Agreement to the Partnership. The Partnership shall immediately assign its rights and obligations hereunder to TLO. Upon such assignment to TLO, TLO shall have all of the respective rights and obligations set forth herein during the Term. (b) TRMC shall not assign any of its rights or obligations under this Agreement without TLO’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however; , that Tesoro TRMC may assign this Agreement, Agreement without TLO’s consent, consent in connection with a sale by Tesoro TRMC of a the Wilmington Refinery associated with one of TLO’s Terminals so long as the transferee: (i) agrees to assume all of TesoroTRMC’s obligations under this Agreement with respect to the associated Terminal(s); and (ii) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by Tesoro TRMC in its reasonable judgment. (bc) TLO shall not assign any of its rights or obligations under this Agreement without TesoroTRMC’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that (i) TLO may assign this Agreement without TesoroTRMC’s consent in connection with a sale by TLO of one or more of its Terminals the LAR Short Haul Pipelines so long as the transferee: (A) agrees to assume all of TLO’s obligations under this Agreement with respect to the associated Terminal(s)Agreement; (B) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by TLO in its reasonable judgment; and (C) is not a competitor of TesoroTRMC; and (ii) TLO shall be permitted to make a collateral assignment of this Agreement solely to secure working capital financing for TLO. (c) If either Tesoro or TLO assigns its rights or obligations under this Agreement relating to a specific Terminal, then: (i) the Minimum Throughput Commitment shall be converted to the Adjusted Minimum Volume Commitment for the Terminals remaining subject to this Agreement by reducing by the amount of the Stipulated Volume for such assigned Terminal, and both Tesoro’s and TLO’s obligations shall continue with respect to the remaining Terminals and the Adjusted Minimum Throughput Commitment; and (ii) the rights and obligations relating to the affected Terminal, and its Stipulated Volume, shall be novated into a new agreement with the assignee, and such assignee shall be responsible for the performance of the assigning Party’s obligations relating to the affected Terminal. (d) Any assignment that is not undertaken in accordance with the provisions set forth above shall be null and void ab initio. A Party making any assignment shall promptly notify the other Party of such assignment, regardless of whether consent is required. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. (e) TesoroTRMC’s obligations hereunder shall not terminate in connection with a Partnership Change of Control, provided provided, however, that in the case of a any Partnership Change of Control, Tesoro TRMC shall have the option to extend the Term of this Agreement as provided in Section 34 or modify the Term based on Wilmington Refinery requirements. TLO shall provide Tesoro TRMC with notice of any Partnership Change of Control at least sixty (60) days prior to the effective date thereof.

ASSIGNMENT; PARTNERSHIP CHANGE OF CONTROL. (a) Tesoro DKTS shall not assign all of its obligations hereunder without TLODelek-Big Sandy’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however; however that Tesoro (i) DKTS may assign this Agreement, Agreement without TLODelek-Big Sandy’s consent, consent in connection with a sale by Tesoro Refining of a Refinery associated with one all or substantially all of TLO’s Terminals the Refinery, including by merger, equity sale, asset sale or otherwise, so long as the transferee: (i1) agrees to assume all of Tesoro’s DKTS’ obligations under this Agreement with respect to the associated Terminal(s); and (ii2) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by Tesoro DKTS in its reasonable judgment; and (ii) DKTS shall be permitted to make a collateral assignment of this Agreement solely to secure financing for Delek US and its Affiliates. (b) TLO Delek-Big Xxxxx shall not assign its rights or obligations under this Agreement without Tesoro’s prior written consentconsent from DKTS, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that (i) TLO Delek-Big Xxxxx may assign this Agreement without Tesoro’s DKTS’ consent in connection with a sale by TLO Delek-Big Xxxxx of one the Facilities, including by merger, equity sale, asset sale or more of its Terminals otherwise so long as the transferee: (A1) agrees to assume all of TLODelek-Big Sandy’s obligations under this Agreement with respect to the associated Terminal(s)Agreement; (B2) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by TLO Delek-Big Xxxxx in its reasonable judgment; and (C3) is not a competitor of TesoroDKTS, as determined by DKTS in good faith; and (ii) TLO Delek-Big Xxxxx shall be permitted to make a collateral assignment of this Agreement solely to secure working capital financing for TLODelek-Big Xxxxx and its Affiliates. (c) If either Tesoro or TLO assigns its rights or obligations under this Agreement relating to a specific Terminal, then: (i) the Minimum Throughput Commitment shall be converted to the Adjusted Minimum Volume Commitment for the Terminals remaining subject to this Agreement by reducing by the amount of the Stipulated Volume for such assigned Terminal, and both Tesoro’s and TLO’s obligations shall continue with respect to the remaining Terminals and the Adjusted Minimum Throughput Commitment; and (ii) the rights and obligations relating to the affected Terminal, and its Stipulated Volume, shall be novated into a new agreement with the assignee, and such assignee shall be responsible for the performance of the assigning Party’s obligations relating to the affected Terminal. (d) Any assignment that is not undertaken in accordance with the provisions set forth above shall be null and void ab initio. A Party making any assignment shall promptly notify the other Party of such assignment, regardless of whether consent is required. . (d) This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. (e) Tesoro’s DKTS’ obligations hereunder shall not terminate in connection with a Partnership Change of Control, provided however, that in the case of a Partnership Change of Control, Tesoro DKTS shall have the option to extend the Term of this Agreement as provided in Section 32 without regard to the notice periods provided in the fourth sentence of Section 2(a). TLO Delek-Big Xxxxx shall provide Tesoro DKTS with notice of any Partnership Change of Control at least sixty (60) days prior to the effective date thereof.

ASSIGNMENT; PARTNERSHIP CHANGE OF CONTROL. (a) Tesoro 32.1 SPPR shall not assign all any of its rights or obligations hereunder without TLOWRT’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however; that Tesoro SPPR may assign this Agreement, without TLOWRT’s consent, (a) to an Affiliate of SPPR; provided such assignment shall not relieve SPPR of its obligations under this Agreement and (b) in connection with a sale by Tesoro SPPR of a the Refinery associated with one of TLO’s Terminals so long as the transferee: (i) agrees to assume all of TesoroSPPR’s obligations under this Agreement with respect to the associated Terminal(s)Agreement; and (ii) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by Tesoro WRT in its reasonable judgment. (b) TLO 32.2 WRT shall not assign any of its rights or obligations under this Agreement without TesoroSPPR’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that (ia) TLO WRT may assign this Agreement, without SPPR’s consent, (i) to an Affiliate of WRT; provided such assignment shall not relieve WRT of its obligations under this Agreement without Tesoro’s consent and (ii) in connection with a sale by TLO WRT of one or more of its Terminals Terminal Facilities so long as the transferee: (A) agrees to assume all of TLOWRT’s obligations under this Agreement with respect to the associated Terminal(s)Terminal Facility; (B) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by TLO SPPR in its reasonable judgment; and (C) is not a competitor of TesoroSPPR; and (iiiii) TLO WRT shall be permitted to make a collateral assignment of this Agreement solely to secure working capital financing for TLOWRT. (c) 32.3 If either Tesoro SPPR or TLO WRT assigns its rights or obligations under this Agreement relating to a specific TerminalTerminal Facility (other than an assignment to an Affiliate), then: : (ia) the Minimum Throughput Commitment Commitments with respect to such Terminal Facility shall be converted to the Adjusted Minimum Volume Commitment for the Terminals remaining subject to this Agreement by reducing by the amount of the Stipulated Volume for Commitments, excluding such assigned Terminaltransferred Terminal Facility; and, and TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***). (b) both TesoroSPPR’s and TLOWRT’s obligations shall continue with respect to the remaining Terminals and the Adjusted Minimum Throughput Commitment; and (ii) the rights and obligations relating to the affected Terminal, and its Stipulated Volume, shall be novated into a new agreement with the assignee, and such assignee shall be responsible for the performance of the assigning Party’s obligations relating to the affected TerminalTerminal Facilities. (d) 32.4 Any assignment that is not undertaken in accordance with the provisions set forth above shall be null and void ab initio. A Party making any assignment shall promptly notify the other Party of such assignment, regardless of whether consent is required. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. (e) Tesoro32.5 SPPR’s obligations hereunder shall not terminate in connection with a Partnership Change of Control, provided however, that in the case of a Partnership Change of Control, Tesoro SPPR shall have the option unilateral option, exercisable within thirty (30) days after receipt of notice from WRT of such Partnership Change of Control, to extend the Term of this Agreement for a period not to exceed the remaining term of the Agreement as provided in Section 3. TLO shall provide Tesoro with notice of any such Partnership Change of Control at least sixty (60) days prior to Control, taking in account any remaining Extension Periods, as long as such extension does not impact the effective date thereofPartnership’s classification as a partnership for tax purposes.

ASSIGNMENT; PARTNERSHIP CHANGE OF CONTROL. (a) Tesoro 33.1 WNR shall not assign all any of its obligations hereunder without TLOWRT’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however; that Tesoro WNR may assign this Agreement, without TLOWRT’s consent, (a) to an affiliate; provided such assignment shall not relieve WNR of its obligations under this Agreement and (b) in connection with a sale by Tesoro WNR of a Refinery associated with one of TLOWRT’s Terminals so long as the transferee: (i) agrees to assume all of TesoroWNR’s obligations under this Agreement with respect to the associated Terminal(s); and (ii) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by Tesoro WRT in its reasonable judgment. (b) TLO 33.2 WRT shall not assign any of its rights or obligations under this Agreement without TesoroWNR’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that (i) TLO WRT may assign this Agreement, without WNR’s consent, (a) to an affiliate; provided such assignment shall not relieve WRT of its obligations under this Agreement without Tesoro’s consent and (b) in connection with a sale by TLO WRT of one or more of its Terminals so long as the transferee: (A) agrees to assume all of TLOWRT’s obligations under this Agreement with respect to the associated Terminal(s); (B) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by TLO WNR in its reasonable judgment; and (C) is not a competitor of TesoroWNR; and (ii) TLO WRT shall be permitted to make a collateral assignment of this Agreement solely to secure working capital financing for TLOWRT. (c) 33.3 If either Tesoro WNR or TLO WRT assigns its rights or obligations under this Agreement relating to a specific TerminalTerminal (other than an assignment to an affiliate), then: : (ia) the Minimum Throughput Commitment Commitments with respect to such Terminal shall be converted to the Adjusted Minimum Volume Commitment for the Terminals remaining subject to this Agreement by reducing by the amount of the Stipulated Volume for Commitments, excluding such assigned transferred Terminal, and ; and, (b) both TesoroWNR’s and TLOWRT’s obligations shall continue with respect to the remaining Terminals and the Adjusted Minimum Throughput Commitment; and Terminals. TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (ii) the rights and obligations relating to the affected Terminal, and its Stipulated Volume, shall be novated into a new agreement with the assignee, and such assignee shall be responsible for the performance of the assigning Party’s obligations relating to the affected Terminal**). (d) 33.4 Any assignment that is not undertaken in accordance with the provisions set forth above shall be null and void ab initio. A Party making any assignment shall promptly notify the other Party of such assignment, regardless of whether consent is required. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. (e) Tesoro33.5 WNR’s obligations hereunder shall not terminate in connection with a Partnership Change of Control, provided however, that in the case of a Partnership Change of Control, Tesoro WNR shall have the option to extend the Term of this Agreement as provided in Section Article 3. TLO shall provide Tesoro with notice of any Partnership Change of Control at least sixty (60) days prior to the effective date thereof.

ASSIGNMENT; PARTNERSHIP CHANGE OF CONTROL. (a) Tesoro TRMC shall not assign all any of its rights or obligations hereunder under this Agreement or any Purchase Order without TLO’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however; : that Tesoro TRMC may assign this Agreement, Agreement or any Purchase Order without TLO’s consent, consent in connection with a sale by Tesoro TRMC of a the Mandan Refinery associated with one of TLO’s Terminals so long as the transferee: (i) agrees to assume all of TesoroTRMC’s obligations under this Agreement with respect to the associated Terminal(s); and any applicable Purchase Order and (ii) is financially and operationally capable of fulfilling the terms of this AgreementAgreement and any applicable Purchase Order, which determination shall be made by Tesoro TRMC in its reasonable judgment. (b) TLO shall not assign any of its rights or obligations under this Agreement or any Purchase Order without TesoroTRMC’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, ; that (i) TLO may assign this Agreement or any Purchase Order without TesoroTRMC’s consent in connection with a sale by TLO of one or more of its Terminals TLO's truck gathering operation so long as the transferee: (A) agrees to assume all of TLO’s 's obligations under this Agreement with respect to the associated Terminal(s); and any applicable Purchase Order, (B) is financially and operationally capable of fulfilling the terms of this AgreementAgreement and any applicable Purchase Order, which determination shall be made by TLO in its reasonable judgment; , and (C) is not a competitor of TesoroTRMC; and (ii) TLO shall be permitted to make a collateral assignment of this Agreement and any applicable Purchase Order solely to secure working capital financing for TLO. (c) If either Tesoro or TLO assigns its rights or obligations under this Agreement relating to a specific Terminal, then: (i) the Minimum Throughput Commitment shall be converted to the Adjusted Minimum Volume Commitment for the Terminals remaining subject to this Agreement by reducing by the amount of the Stipulated Volume for such assigned Terminal, and both Tesoro’s and TLO’s obligations shall continue with respect to the remaining Terminals and the Adjusted Minimum Throughput Commitment; and (ii) the rights and obligations relating to the affected Terminal, and its Stipulated Volume, shall be novated into a new agreement with the assignee, and such assignee shall be responsible for the performance of the assigning Party’s obligations relating to the affected Terminal. (d) Any assignment that is not undertaken in accordance with the provisions set forth above shall be null and void ab initio. A Party making any assignment shall promptly notify the other Party of such assignment, regardless of whether consent is required. This Agreement and all Purchase Orders shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. (ed) TesoroTRMC’s obligations hereunder shall not terminate in connection with a Partnership Change of Control, provided however, that in the case of a Partnership Change of Control, Tesoro shall have the option to extend the Term of this Agreement as provided in Section 3. TLO shall provide Tesoro with notice of any Partnership Change of Control at least sixty (60) days prior to the effective date thereof.

ASSIGNMENT; PARTNERSHIP CHANGE OF CONTROL. (a) Tesoro TRMC shall not assign all any of its rights or obligations hereunder under this Agreement without TLO’s 's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however; : that Tesoro TRMC may assign this Agreement, Agreement without TLO’s consent, 's consent in connection with a sale by Tesoro TRMC of a the Mandan Refinery associated with one of TLO’s Terminals so long as the transferee: (i) agrees to assume all of Tesoro’s TRMC's obligations under this Agreement with respect to the associated Terminal(s); and (ii) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by Tesoro TRMC in its reasonable judgment. (b) TLO shall not assign any of its rights or obligations under this Agreement without Tesoro’s TRMC's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, ; that (i) TLO may assign this Agreement without Tesoro’s TRMC's consent in connection with a sale by TLO of one or more of its Terminals TLO's truck gathering operation so long as the transferee: (A) agrees to assume all of TLO’s 's obligations under this Agreement with respect to the associated Terminal(s); Agreement, (B) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by TLO in its reasonable judgment; , and (C) is not a competitor of TesoroTRMC; and (ii) TLO shall be permitted to make a collateral assignment of this Agreement solely to secure working capital financing for TLO. (c) If either Tesoro or TLO assigns its rights or obligations under this Agreement relating to a specific Terminal, then: (i) the Minimum Throughput Commitment shall be converted to the Adjusted Minimum Volume Commitment for the Terminals remaining subject to this Agreement by reducing by the amount of the Stipulated Volume for such assigned Terminal, and both Tesoro’s and TLO’s obligations shall continue with respect to the remaining Terminals and the Adjusted Minimum Throughput Commitment; and (ii) the rights and obligations relating to the affected Terminal, and its Stipulated Volume, shall be novated into a new agreement with the assignee, and such assignee shall be responsible for the performance of the assigning Party’s obligations relating to the affected Terminal. (d) Any assignment that is not undertaken in accordance with the provisions set forth above shall be null and void ab initio. A Party making any assignment shall promptly notify the other Party of such assignment, regardless of whether consent is required. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. (ed) Tesoro’s TRMC's obligations hereunder shall not terminate in connection with a Partnership Change of Control, provided however, that in the case of a Partnership Change of Control, Tesoro shall have the option to extend the Term of this Agreement as provided in Section 3. TLO shall provide Tesoro with notice of any Partnership Change of Control at least sixty (60) days prior to the effective date thereof.

ASSIGNMENT; PARTNERSHIP CHANGE OF CONTROL. (a) Tesoro shall not assign all of its obligations hereunder without TLO’s 's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however; that Tesoro may assign this Agreement, without TLO’s 's consent, in connection with a sale by Tesoro of a Refinery associated with one of TLO’s 's Terminals so long as the transferee: (i) agrees to assume all of Tesoro’s 's obligations under this Agreement with respect to the associated Terminal(s); and (ii) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by Tesoro in its reasonable judgment. (b) TLO shall not assign its rights or obligations under this Agreement without Tesoro’s 's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that (i) TLO may assign this Agreement without Tesoro’s 's consent in connection with a sale by TLO of one or more of its Terminals so long as the transferee: (A) agrees to assume all of TLO’s 's obligations under this Agreement with respect to the associated Terminal(s); (B) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by TLO in its reasonable judgment; and (C) is not a competitor of Tesoro; and (ii) TLO shall be permitted to make a collateral assignment of this Agreement solely to secure working capital financing for TLO. (c) If either Tesoro or TLO assigns its rights or obligations under this Agreement relating to a specific Terminal, then: (i) the Minimum Throughput Commitment shall be converted to the Adjusted Minimum Volume Commitment for the Terminals remaining subject to this Agreement by reducing by the amount of the Stipulated Volume for such assigned Terminal, and both Tesoro’s 's and TLO’s 's obligations shall continue with respect to the remaining Terminals and the Adjusted Minimum Throughput Commitment; and (ii) the rights and obligations relating to the affected Terminal, and its Stipulated Volume, shall be novated into a new agreement with the assignee, and such assignee shall be responsible for the performance of the assigning Party’s 's obligations relating to the affected Terminal. (d) Any assignment that is not undertaken in accordance with the provisions set forth above shall be null and void ab initio. A Party making any assignment shall promptly notify the other Party of such assignment, regardless of whether consent is required. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. (e) Tesoro’s 's obligations hereunder shall not terminate in connection with a Partnership Change of Control, provided however, that in the case of a Partnership Change of Control, Tesoro shall have the option to extend the Term of this Agreement as provided in Section 3. TLO shall provide Tesoro with notice of any Partnership Change of Control at least sixty (60) days prior to the effective date thereof.

ASSIGNMENT; PARTNERSHIP CHANGE OF CONTROL. (a) Tesoro TRMC shall not assign all any of its rights or obligations hereunder under this Agreement without TLO’s 's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however; , that Tesoro TRMC may assign this Agreement, Agreement without TLO’s consent, 's consent in connection with a sale by Tesoro TRMC of a the SLC Refinery associated with one of TLO’s Terminals so long as the transferee: (i) agrees to assume all of Tesoro’s TRMC's obligations under this Agreement with respect to the associated Terminal(s); and (ii) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by Tesoro TRMC in its reasonable judgment. (b) TLO shall not assign any of its rights or obligations under this Agreement without Tesoro’s TRMC's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that (i) TLO may assign this Agreement without Tesoro’s TRMC's consent in connection with a sale by TLO of one or more of its Terminals the Short Haul Pipelines so long as the transferee: (A) agrees to assume all of TLO’s 's obligations under this Agreement with respect to the associated Terminal(s)Agreement; (B) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by TLO in its reasonable judgment; and (C) is not a competitor of TesoroTRMC; and (ii) TLO shall be permitted to make a collateral assignment of this Agreement solely to secure working capital financing for TLO. (c) If either Tesoro or TLO assigns its rights or obligations under this Agreement relating to a specific Terminal, then: (i) the Minimum Throughput Commitment shall be converted to the Adjusted Minimum Volume Commitment for the Terminals remaining subject to this Agreement by reducing by the amount of the Stipulated Volume for such assigned Terminal, and both Tesoro’s and TLO’s obligations shall continue with respect to the remaining Terminals and the Adjusted Minimum Throughput Commitment; and (ii) the rights and obligations relating to the affected Terminal, and its Stipulated Volume, shall be novated into a new agreement with the assignee, and such assignee shall be responsible for the performance of the assigning Party’s obligations relating to the affected Terminal. (d) Any assignment that is not undertaken in accordance with the provisions set forth above shall be null and void ab initio. A Party making any assignment shall promptly notify the other Party of such assignment, regardless of whether consent is required. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. (ed) Tesoro’s TRMC's obligations hereunder shall not terminate in connection with a Partnership Change of Control, provided provided, however, that in the case of a any Partnership Change of Control, Tesoro ; TRMC shall have the option to extend the Term of this Agreement as provided in Section 34. TLO shall provide Tesoro TRMC with notice of any Partnership Change of Control at least sixty (60) days prior to the effective date thereof.

ASSIGNMENT; PARTNERSHIP CHANGE OF CONTROL. (a) Tesoro 33.1 WNR shall not assign all any of its obligations hereunder without TLOWRT’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however; that Tesoro WNR may assign this Agreement, without TLOWRT’s consent, (a) to an affiliate; provided such assignment shall not relieve WNR of its obligations under this Agreement and (b) in connection with a sale by Tesoro WNR of a Refinery associated with one of TLOTERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). WRT’s Terminals so long as the transferee: (i) agrees to assume all of TesoroWNR’s obligations under this Agreement with respect to the associated Terminal(s); and (ii) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by Tesoro WRT in its reasonable judgment. (b) TLO 33.2 WRT shall not assign any of its rights or obligations under this Agreement without TesoroWNR’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that (i) TLO WRT may assign this Agreement, without WNR’s consent, (a) to an affiliate; provided such assignment shall not relieve WRT of its obligations under this Agreement without Tesoro’s consent and (b) in connection with a sale by TLO WRT of one or more of its Terminals so long as the transferee: (A) agrees to assume all of TLOWRT’s obligations under this Agreement with respect to the associated Terminal(s); (B) is financially and operationally capable of fulfilling the terms of this Agreement, which determination shall be made by TLO WNR in its reasonable judgment; and (C) is not a competitor of TesoroWNR; and (ii) TLO WRT shall be permitted to make a collateral assignment of this Agreement solely to secure working capital financing for TLOWRT. (c) 33.3 If either Tesoro WNR or TLO WRT assigns its rights or obligations under this Agreement relating to a specific TerminalTerminal (other than an assignment to an affiliate), then: : (ia) the Minimum Throughput Commitment Commitments with respect to such Terminal shall be converted to the Adjusted Minimum Volume Commitment for the Terminals remaining subject to this Agreement by reducing by the amount of the Stipulated Volume for Commitments, excluding such assigned transferred Terminal, and ; and, (b) both TesoroWNR’s and TLOWRT’s obligations shall continue with respect to the remaining Terminals and the Adjusted Minimum Throughput Commitment; and (ii) the rights and obligations relating to the affected Terminal, and its Stipulated Volume, shall be novated into a new agreement with the assignee, and such assignee shall be responsible for the performance of the assigning Party’s obligations relating to the affected TerminalTerminals. (d) 33.4 Any assignment that is not undertaken in accordance with the provisions set forth above shall be null and void ab initio. A Party making any assignment shall promptly notify the other Party of such assignment, regardless of whether consent is required. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. (e) Tesoro33.5 WNR’s obligations hereunder shall not terminate in connection with a Partnership Change of Control, provided however, that in the case of a Partnership Change of Control, Tesoro WNR shall have the option to extend the Term of this Agreement as provided in Section Article 3. TLO shall provide Tesoro with notice of any Partnership Change of Control at least sixty (60) days prior to the effective date thereof.

ASSIGNMENT; PARTNERSHIP CHANGE OF CONTROL. (a) Tesoro TRMC shall not assign all any of its rights or obligations hereunder under this Agreement or any Trucking Service Order without TLO’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however; : that Tesoro TRMC may assign this Agreement, Agreement or any Trucking Service Order without TLO’s consent, consent in connection with a sale by Tesoro TRMC of a the Mandan Refinery associated with one of TLO’s Terminals so long as the transferee: (i) agrees to assume all of TesoroTRMC’s obligations under this Agreement with respect to the associated Terminal(s); and any applicable Trucking Service Order and (ii) is financially and operationally capable of fulfilling the terms of this AgreementAgreement and any applicable Trucking Service Order, which determination shall be made by Tesoro TRMC in its reasonable judgment. (b) TLO shall not assign any of its rights or obligations under this Agreement or any Trucking Service Order without TesoroTRMC’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, ; that (i) TLO may assign this Agreement or any Trucking Service Order without TesoroTRMC’s consent in connection with a sale by TLO of one or more of its Terminals TLO's truck gathering operation so long as the transferee: (A) agrees to assume all of TLO’s 's obligations under this Agreement with respect to the associated Terminal(s); and any applicable Trucking Service Order, (B) is financially and operationally capable of fulfilling the terms of this AgreementAgreement and any applicable Trucking Service Order, which determination shall be made by TLO in its reasonable judgment; , and (C) is not a competitor of TesoroTRMC; and (ii) TLO shall be permitted to make a collateral assignment of this Agreement and any applicable Trucking Service Order solely to secure working capital financing for TLO. (c) If either Tesoro or TLO assigns its rights or obligations under this Agreement relating to a specific Terminal, then: (i) the Minimum Throughput Commitment shall be converted to the Adjusted Minimum Volume Commitment for the Terminals remaining subject to this Agreement by reducing by the amount of the Stipulated Volume for such assigned Terminal, and both Tesoro’s and TLO’s obligations shall continue with respect to the remaining Terminals and the Adjusted Minimum Throughput Commitment; and (ii) the rights and obligations relating to the affected Terminal, and its Stipulated Volume, shall be novated into a new agreement with the assignee, and such assignee shall be responsible for the performance of the assigning Party’s obligations relating to the affected Terminal. (d) Any assignment that is not undertaken in accordance with the provisions set forth above shall be null and void ab initio. A Party making any assignment shall promptly notify the other Party of such assignment, regardless of whether consent is required. This Agreement and all Trucking Service Orders shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. (ed) TesoroTRMC’s obligations hereunder shall not terminate in connection with a Partnership Change of Control, provided however, that in the case of a Partnership Change of Control, Tesoro shall have the option to extend the Term of this Agreement as provided in Section 3. TLO shall provide Tesoro with notice of any Partnership Change of Control at least sixty (60) days prior to the effective date thereof.