Common use of Change in Pipeline Direction; Product Service or Origination and Destination Clause in Contracts

Change in Pipeline Direction; Product Service or Origination and Destination. Without Frontier Cheyenne’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), Cheyenne Logistics shall not (i) reverse the direction of any of the pipelines that constitute part of the Crude Oil Receiving Assets; (ii) change, alter or modify the product service of any of the pipelines that constitute part of the Crude Oil Receiving Assets; or (iii) change, alter or modify the origination or destination of any of the pipelines that constitute part of the Crude Oil Receiving Assets; provided, however, that Cheyenne Logistics may take any necessary emergency action to prevent or remedy a release of Products from any of the pipelines that constitute part of the Crude Oil Receiving Assets without obtaining the consent required by this Section 2(l). Frontier Cheyenne may request that Cheyenne Logistics reverse the direction of any of the pipelines that constitute part of the Crude Oil Receiving Assets and upon granting such request, Frontier Cheyenne agrees to (i) reimburse Cheyenne Logistics for the additional costs and expenses incurred by Cheyenne Logistics as a result of such change in direction (both to reverse and re-reverse); (ii) reimburse Cheyenne Logistics for all costs arising out of Cheyenne Logistics’ inability to perform under any transportation service contract due to the reversal of the direction of the pipelines that constitute part of the Crude Oil Receiving Assets; and (iii) pay the Crude Oil Receiving Base Tariff set forth on Schedule I, as it may be amended from time-to-time in accordance with this Agreement, for any such flow reversal.

Change in Pipeline Direction; Product Service or Origination and Destination. Without Frontier Cheyenne’s the HollyFrontier Entities’ prior written consent (consent, which consent shall not be unreasonably withheld, conditioned or delayed), Cheyenne Logistics the Partnership Entities shall not (i) reverse the direction of any of the pipelines that constitute part of the Crude Oil Receiving Pipeline Assets; (ii) change, alter or modify the product service of any of the pipelines that constitute part of the Crude Oil Receiving Pipeline Assets; or (iii) change, alter or modify the origination or destination of any of the pipelines that constitute part of the Crude Oil Receiving Pipeline Assets; provided, however, that Cheyenne Logistics the Partnership Entities may take any necessary emergency action to prevent or remedy a release of Products Crude Oil or Refined Product, as applicable, from any of the pipelines that constitute part of the Crude Oil Receiving Pipeline Assets without obtaining the consent required by this Section 2(l). Frontier Cheyenne may request that Cheyenne Logistics The HollyFrontier Entities shall have the right to reverse the direction of any of the pipelines that constitute part of Pipeline Assets if the Crude Oil Receiving Assets and upon granting such request, Frontier Cheyenne agrees HollyFrontier Entities agree to (i) reimburse Cheyenne Logistics the Partnership Entities for the additional costs and expenses incurred by Cheyenne Logistics the Partnership Entities as a result of such change in direction (both to reverse and re-reverse); (ii) reimburse Cheyenne Logistics the Partnership Entities for all costs arising out of Cheyenne Logisticsthe Partnership Entities’ inability to perform under any transportation service contract due to the reversal of the direction of the pipelines that constitute part of the Crude Oil Receiving Pipeline Assets; and (iii) pay the Crude Oil Receiving Base Tariff flow reversal rates as set forth on Schedule IExhibit E, as it may be amended from time-to-time in accordance with this Agreement, for . The tariff rates applicable to any such flow reversalreversal shall be as set forth on Exhibit E and shall be adjusted each year as provided in Section 2(q)(i).