Common use of Deficiency Payments Clause in Contracts

Deficiency Payments. Beginning on the Commencement Date and continuing thereafter during the First Period of the Term of this Agreement, Shipper’s Volume Commitment (in barrels) for a month or part of a month (“Contract Month”) shall be determined by multiplying the daily Volume Commitment by the number of days in such Contract Month. Shipper agrees to pay Carrier the Tariff Rate (upon invoice at the end of each calendar quarter) for any Volume Deficiency (the positive difference of subtracting the Barrels which Shipper has Tendered for a Contract Month from Shipper’s Volume Commitment for such Contract Month) remaining after crediting volumes in excess of the Volume Commitment for such quarter against such Volume Deficiencies. For avoidance of doubt, Volume Deficiencies occurring during any Contract Month during a calendar quarter may be made up utilizing volume credits arising during any other Contract Month in the same calendar quarter. There shall be no carryover volume credits or makeup of Volume Deficiencies between or among different calendar quarters except as follows: (i) if a Volume Deficiency occurs as a result of an event of Force Majeure, then Shipper’s Volume Deficiency shall be reduced to the extent that Shipper’s deliveries are directly affected by such event of Force Majeure. In addition, In the event Carrier’s obligations or services are directly affected by an event of Force Majeure, such obligations or services of Carrier shall be relieved for the duration of such Force Majeure event. If there are any such reductions of the Volume Deficiency due to Force Majeure, the First Period shall be extended by the number of days required to achieve the cash revenue equal to or greater than the deficiency payment otherwise required by this provision, “Force Majeure” means an event beyond the reasonable control of the party affected which unexpectedly impedes such party’s performance hereunder, which shall include without limitation an act of God, fire, flood, war, military action or act of public enemy, national emergency, blackout or other failure of utilities, general failure of the banking or postal system, vandalism or other criminal acts, acts of terrorism, quarantine, the authority of law, strikes, riots, civil disorder, or action, requisition or necessity of a government entity. (ii) If a Volume Deficiency occurs as a result of planned outages under the Refinery Operating Plan , then Shipper’s Volume Deficiency shall be reduced to the extent that Shipper’s deliveries are directly affected by such planned outages under the Refinery Operating Plan up to a maximum reduction in the Volume Commitment of 10,000 barrels per day on an average basis over any calendar year of the First Period, (In other words, the Volume Commitment shall in no event be reduced below 70,000 barrels per day for any calendar year as a result of planned outages under the Refinery Operating Plan.) If there are any such reductions of the Volume Deficiency due to planned outages under the Refinery Operating Plan, the First Period shall be extended by the number of days required to achieve the cash revenue equal to of greater than the deficiency payment otherwise required by this provision.

Deficiency Payments. Beginning on the Commencement Date and continuing thereafter during the First Period of the Term of this Agreement, Shipper’s Volume Commitment (in barrelsa) for a month or part of a month (“Contract Month”) shall be determined by multiplying the daily Volume Commitment by the number of days in such Contract Month. Shipper agrees to pay Carrier the Tariff Rate (upon invoice at As soon as practicable following the end of each calendar quarter) for any Volume Deficiency month under this Agreement, Delek Marketing shall deliver to Delek Refining a written notice (the positive difference “Deficiency Notice”) detailing any failure of subtracting the Barrels which Shipper has Tendered for a Contract Month from Shipper’s Volume Commitment for such Contract Month) remaining after crediting volumes in excess Delek Refining to meet its obligations under Section 6.1, Section 6.4, Section 6.5 or Section 6.6 of the Volume Commitment for such quarter against such Volume Deficienciesthis Agreement. For avoidance of doubt, Volume Deficiencies occurring during any Contract Month during a calendar quarter may be made up utilizing volume credits arising during any other Contract Month in the same calendar quarter. There The Deficiency Notice shall be no carryover volume credits or makeup of Volume Deficiencies between or among different calendar quarters except as follows: (i) specify in reasonable detail the nature of any deficiency and (ii) specify the approximate dollar amount that Delek Marketing believes would have been paid by Delek Refining to Delek Marketing if a Volume Delek Refining had complied with its obligations under Section 6.1, Section 6.4, Section 6.5 and Section 6.6 of this Agreement (the “Deficiency occurs as a result of an event of Force Majeure, then Shipper’s Volume Payment”). Delek Refining shall pay the Deficiency shall be reduced Payment to Delek Marketing upon the extent that Shipper’s deliveries are directly affected by such event of Force Majeure. In addition, In the event Carrier’s obligations or services are directly affected by an event of Force Majeure, such obligations or services of Carrier shall be relieved for the duration of such Force Majeure event. If there are any such reductions later of: (i) ten (10) days after its receipt of the Volume Deficiency due to Force Majeure, Notice and (ii) thirty (30) days following the First Period shall be extended by the number of days required to achieve the cash revenue equal to or greater than the deficiency payment otherwise required by this provision, “Force Majeure” means an event beyond the reasonable control end of the party affected calendar month during which unexpectedly impedes such party’s performance hereunder, which shall include without limitation an act of God, fire, flood, war, military action or act of public enemy, national emergency, blackout or other failure of utilities, general failure of the banking or postal system, vandalism or other criminal acts, acts of terrorism, quarantine, the authority of law, strikes, riots, civil disorder, or action, requisition or necessity of a government entityDeficiency Notice was delivered. (iib) If Delek Refining disagrees with the Deficiency Notice, then, following the payment of the undisputed portion of the Deficiency Payment to Delek Marketing, a Volume Deficiency occurs senior officer of Delek Refining and a senior officer of Delek Marketing shall meet or communicate by telephone at a mutually acceptable time and place, and thereafter as a result of planned outages under the Refinery Operating Plan , then Shipper’s Volume Deficiency often as they reasonably deem necessary and shall be reduced negotiate in good faith to the extent attempt to resolve any differences that Shipper’s deliveries are directly affected by such planned outages under the Refinery Operating Plan up they may have with respect to a maximum reduction matters specified in the Volume Commitment Deficiency Notice. If such differences are not resolved within thirty (30) days following the payment of 10,000 barrels per any Deficiency Payment, Delek Refining and Delek Marketing shall, within forty-five (45) days following the payment of such Deficiency Payment, submit any and all matters which remain in dispute and which were properly included in the Deficiency Notice to arbitration in accordance with Section 11.2. During the 60-day on an average basis over any calendar year period following the receipt of the First PeriodDeficiency Notice, Delek Refining shall have the right to inspect and audit the working papers of Delek Marketing relating to such Deficiency Payment. (In other words, the Volume Commitment shall in no event be reduced below 70,000 barrels per day for any calendar year as a result of planned outages under the Refinery Operating Plan.c) If there are it is determined by arbitration in accordance with Section 11.2 that Delek Refining was required to make any such reductions or all of the Volume disputed portion of the Deficiency due Payment, Delek Refining shall promptly pay to planned outages under Delek Marketing such amount, together with interest thereon from the Refinery Operating Plandate provided in the last sentence of Section 6.9(a) at the Prime Rate, the First Period shall be extended by the number of days required to achieve the cash revenue equal to of greater than the deficiency payment otherwise required by this provisionin immediately available funds.

Deficiency Payments. Beginning on the Commencement Date and continuing thereafter during the First Period of the Term of this Agreement, Shipper’s Volume Commitment (in barrelsa) for a month or part of a month (“Contract Month”) shall be determined by multiplying the daily Volume Commitment by the number of days in such Contract Month. Shipper agrees to pay Carrier the Tariff Rate (upon invoice at As soon as practicable following the end of each calendar quarterContract Quarter under this Agreement, (i) for any Volume Deficiency HEP Tulsa shall deliver to Xxxxx Tulsa a written notice (the positive difference “Group 1 Deficiency Notice”) detailing any failure of subtracting Xxxxx Tulsa to meet its obligations under Section 2(a)(i), Section 2(b)(i), or Section 2(c)(i); provided, however, that Xxxxx Tulsa’s obligations pursuant to the Barrels which Shipper has Tendered Minimum Pipeline Revenue Commitment, Minimum Group 1 Tankage Revenue Commitment, and the Minimum Group 1 Loading Rack Revenue Commitment shall, in each case, be assessed on a quarterly basis for a the purposes of this Section 9. Notwithstanding the previous sentence, any deficiency owed by Xxxxx Tulsa due to its failure to satisfy the Minimum Pipeline Revenue Commitment, Minimum Group 1 Tankage Revenue Commitment, or Minimum Group 1 Loading Rack Revenue Commitment in any Contract Month from Shipper’s Volume Quarter shall be offset by any revenue owed to HEP Tulsa in excess of the Minimum Pipeline Revenue Commitment, Minimum Group 1 Tankage Revenue Commitment, or Minimum Group 1 Loading Rack Revenue Commitment for such Contract MonthQuarter. The Group 1 Deficiency Notice shall (A) remaining specify in reasonable detail the nature of any deficiency and (B) specify the approximate dollar amount that HEP Tulsa believes would have been paid by Xxxxx Tulsa to HEP Tulsa if Xxxxx Tulsa had complied with its obligations pursuant to Section 2(a)(i), Section 2(b)(i), or Section 2(c)(i), as applicable (the “Group 1 Deficiency Payment”). Xxxxx Tulsa shall pay the Group 1 Deficiency Payment to HEP Tulsa upon the later of: (1) ten (10) days after crediting volumes in excess their receipt of the Volume Commitment for such quarter against such Volume Deficiencies. For avoidance of doubt, Volume Deficiencies occurring during any Contract Month during a calendar quarter may be made up utilizing volume credits arising during any other Contract Month in Group 1 Deficiency Notice and (2) thirty (30) days following the same calendar quarter. There shall be no carryover volume credits or makeup of Volume Deficiencies between or among different calendar quarters except as follows: (i) if a Volume Deficiency occurs as a result of an event of Force Majeure, then Shipper’s Volume Deficiency shall be reduced to the extent that Shipper’s deliveries are directly affected by such event of Force Majeure. In addition, In the event Carrier’s obligations or services are directly affected by an event of Force Majeure, such obligations or services of Carrier shall be relieved for the duration of such Force Majeure event. If there are any such reductions end of the Volume Deficiency due to Force Majeure, the First Period shall be extended by the number of days required to achieve the cash revenue equal to or greater than the deficiency payment otherwise required by this provision, “Force Majeure” means an event beyond the reasonable control of the party affected which unexpectedly impedes such party’s performance hereunder, which shall include without limitation an act of God, fire, flood, war, military action or act of public enemy, national emergency, blackout or other failure of utilities, general failure of the banking or postal system, vandalism or other criminal acts, acts of terrorism, quarantine, the authority of law, strikes, riots, civil disorder, or action, requisition or necessity of a government entityrelated Contract Quarter. (ii) HEP Storage-Tulsa shall deliver to Xxxxx Tulsa a written notice (the “Group 2 Deficiency Notice”) detailing any failure of Xxxxx Tulsa to meet its obligations under Section 2(d)(i) or Section 2(e)(i); provided, however, that Xxxxx Tulsa’s obligations pursuant to the Minimum Group 2 Tankage Revenue Commitment and Minimum Group 2 Loading Rack Revenue Commitment shall, in each case, be assessed on a quarterly basis for the purposes of this Section 9. Notwithstanding the previous sentence, any deficiency owed by Xxxxx Tulsa due to its failure to satisfy the Minimum Group 2 Tankage Revenue Commitment or Minimum Group 2 Loading Rack Revenue Commitment in any Contract Quarter shall be offset by any revenue owed to HEP Storage-Tulsa in excess of the Minimum Group 2 Tankage Revenue Commitment or Minimum Group 2 Loading Rack Revenue Commitment for such Contract Quarter. The Group 2 Deficiency Notice shall (A) specify in reasonable detail the nature of any deficiency and (B) specify the approximate dollar amount that HEP Storage-Tulsa believes would have been paid by Xxxxx Tulsa to HEP Storage-Tulsa if Xxxxx Tulsa had complied with its obligations pursuant to Section 2(d)(i) or Section 2(e)(i), as applicable (the “Group 2 Deficiency Payment”). Xxxxx Tulsa shall pay the Group 2 Deficiency Payment to HEP Storage-Tulsa upon the later of: (1) ten (10) days after their receipt of the Group 2 Deficiency Notice and (2) thirty (30) days following the end of the related Contract Quarter. (iii) HEP Storage-Tulsa shall deliver to Xxxxx Tulsa a written notice (the “Interconnecting Pipeline Deficiency Notice”) detailing any failure of Xxxxx Tulsa to meet its obligations under Section 2(e)(i); provided, however, that Xxxxx Tulsa’s obligations pursuant to the Minimum Interconnecting Pipeline Revenue Commitment shall be assessed on a quarterly basis for the purposes of this Section 9. The Interconnecting Pipeline Deficiency Notice shall (A) specify in reasonable detail the nature of any deficiency and (B) specify the approximate dollar amount that HEP Tulsa believes would have been paid by Xxxxx Tulsa to HEP Tulsa if Xxxxx Tulsa had complied with its obligations pursuant to Section 2(f)(i) (the “Interconnecting Pipeline Deficiency Payment”). Xxxxx Tulsa shall pay the Interconnecting Pipeline Deficiency Payment to HEP Tulsa upon the later of: (1) ten (10) days after their receipt of the Interconnecting Pipeline Deficiency Notice and (2) thirty (30) days following the end of the related Contract Quarter. (b) If Xxxxx Tulsa disagrees with any Group 1 Deficiency Notice or Group 2 Deficiency Notice or Interconnecting Pipeline Deficiency Notice (the “Disputed Deficiency Notice”), then, following the payment of the undisputed portion of the deficiency payment related to the Disputed Deficiency Notice (the “Disputed Deficiency Payment”) to HEP Tulsa or HEP Storage-Tulsa, as applicable, if any, Xxxxx Tulsa shall send written notice thereof regarding the disputed portion of the Disputed Deficiency Notice to HEP Tulsa or HEP Storage-Tulsa, as applicable, and a Volume senior officer of Xxxxx (on behalf of Xxxxx Tulsa) and a senior officer of the Partnership (on behalf of HEP Tulsa and HEP Storage-Tulsa) shall meet or communicate by telephone at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary and shall negotiate in good faith to attempt to resolve any differences that they may have with respect to matters specified in the Disputed Deficiency occurs Notice. During the 30-day period following the payment of the Disputed Deficiency Payment, Xxxxx Tulsa shall have access to the working papers of HEP Tulsa or HEP Storage-Tulsa, as applicable, relating to the Disputed Deficiency Notice. If such differences are not resolved within thirty (30) days following Xxxxx Tulsa’s receipt of the Disputed Deficiency Notice, Xxxxx Tulsa, on the one hand, and HEP Tulsa and HEP Storage-Tulsa, on the other hand, shall, within forty-five (45) days following Xxxxx Tulsa’s receipt of the Disputed Deficiency Notice, submit any and all matters which remain in dispute and which were properly included in the Disputed Deficiency Notice to arbitration in accordance with Section 13(e). (c) If it is finally determined pursuant to this Section 9 that Xxxxx Tulsa is required to pay any or all of the disputed portion of the Disputed Deficiency Payment, Xxxxx Tulsa shall promptly pay such amount to HEP Tulsa or HEP Storage-Tulsa, as applicable, together with interest thereon at the Prime Rate, in immediately available funds. (d) The Parties acknowledge and agree that there shall be no carry-over of deficiency payments beyond each Contract Quarter provided for in Section 9(a) with respect to the Minimum Pipeline Revenue Commitment, the Minimum Interconnecting Pipeline Revenue Commitment, the Minimum Group 1 Tankage Revenue Commitment, Minimum Group 2 Tankage Revenue Commitment, Minimum Group 2 Loading Rack Revenue Commitment or Minimum Group 1 Loading Rack Revenue Commitment. (e) The Parties acknowledge and agree that no revenue generated as a result of planned outages under tariffs paid with respect to any specific minimum revenue commitment hereunder, such as the Refinery Operating Plan Minimum Pipeline Revenue Commitment, then Shipper’s Volume Deficiency the Minimum Group 1 Tankage Revenue Commitment, Minimum Group 2 Tankage Revenue Commitment, Minimum Group 2 Loading Rack Revenue Commitment or Minimum Group 1 Loading Rack Revenue Commitment, shall be reduced considered in determining whether Xxxxx Tulsa has satisfied any other minimum revenue commitment hereunder for purposes of determining any deficiency pursuant to this Section 9, though once the extent that Shipper’s deliveries amount of such deficiencies are directly affected by such planned outages under the Refinery Operating Plan up to a maximum reduction in the Volume Commitment of 10,000 barrels per day on an average basis over any calendar year of the First Period, (In other wordsdetermined, the Volume Commitment shall Parties may offset payments due on account of such deficiencies in no event be reduced below 70,000 barrels per day for any calendar year as a result of planned outages under the Refinery Operating Planaccordance with Section 9(a).) If there are any such reductions of the Volume Deficiency due to planned outages under the Refinery Operating Plan, the First Period shall be extended by the number of days required to achieve the cash revenue equal to of greater than the deficiency payment otherwise required by this provision.

Deficiency Payments. Beginning on the Commencement Date and continuing thereafter during the First Period of the Term of this Agreement, Shipper’s Volume Commitment (in barrelsa) for a month or part of a month (“Contract Month”) shall be determined by multiplying the daily Volume Commitment by the number of days in such Contract Month. Shipper agrees to pay Carrier the Tariff Rate (upon invoice at As soon as practicable following the end of each calendar quarter) for any Volume Deficiency Contract Quarter under this Agreement, HEP Operating shall deliver to HFRM a written notice (the positive difference “Deficiency Notice”) detailing any failure of subtracting HFRM to meet any of its obligations under Section 2(a); provided that HFRM’s obligations pursuant to the Barrels Minimum Revenue Commitment shall be assessed on a quarterly basis for the purposes of this Section 9. The Deficiency Notice shall (i) specify in reasonable detail the nature of any deficiency and (ii) specify the approximate dollar amount that HEP Operating believes would have been paid by HFRM to HEP Operating if HFRM had complied with its obligations pursuant to Section 2(a) (the “Deficiency Payment”). HFRM shall pay the Deficiency Payment to HEP Operating upon the later of: (A) ten (10) days after its receipt of the Deficiency Notice and (B) thirty (30) days following the end of the related Contract Quarter. (b) If HFRM disagrees with the Deficiency Notice, then, following the payment of the Deficiency Payment to HEP Operating, HFRM shall send written notice thereof to HEP Operating and a senior officer of HollyFrontier (on behalf of HFRM) and a senior officer of the Partnership (on behalf of HEP Operating) shall meet or communicate by telephone at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary and shall negotiate in good faith to attempt to resolve any differences that they may have with respect to matters specified in the Deficiency Notice. During the 30 day period following the payment of the Deficiency Payment, HFRM shall have access to the working papers of HEP Operating relating to the Deficiency Notice. If such differences are not resolved within thirty (30) days following the payment of the Deficiency Payment, the Parties shall, within forty-five (45) days following the payment of the Deficiency Payment, submit any and all matters which Shipper has Tendered for a remain in dispute and which were properly included in the Deficiency Notice to dispute resolution in accordance with the Omnibus Agreement. (c) If it is finally determined pursuant to this Section 9 that HFRM is not required to make any or all of the Deficiency Payment (the “Refund”), HEP Operating shall promptly pay to HFRM the Refund, together with interest thereon at the Prime Rate, in immediately available funds. (d) Deficiency Payments will be credited against any payments owed by HFRM in the following four Contract Month from Shipper’s Volume Commitment for such Contract Month) remaining after crediting volumes Quarters in excess of the Volume Commitment Minimum Revenue Commitments established by this Agreement for such quarter against such Volume Deficiencies. For avoidance Calendar Quarters; provided, however, that HFRM will not receive credit for any Deficiency Payment in any of doubt, Volume Deficiencies occurring during any the following four Contract Month during a calendar quarter may be made up utilizing volume credits arising during any other Contract Month Quarters until they have met the Minimum Revenue Commitment in the same calendar quarter. There shall be no carryover volume credits or makeup of Volume Deficiencies between or among different calendar quarters except as follows: (i) if a Volume Deficiency occurs as a result of an event of Force Majeure, then Shipper’s Volume Deficiency shall be reduced to the extent that Shipper’s deliveries are directly affected by such event of Force Majeure. In addition, In the event Carrier’s obligations or services are directly affected by an event of Force Majeure, such obligations or services of Carrier shall be relieved for the duration of such Force Majeure event. If there are any such reductions of the Volume Deficiency due to Force Majeure, the First Period shall be extended by the number of days required to achieve the cash revenue equal to or greater than the deficiency payment otherwise required by this provision, “Force Majeure” means an event beyond the reasonable control of the party affected which unexpectedly impedes such party’s performance hereunder, which shall include without limitation an act of God, fire, flood, war, military action or act of public enemy, national emergency, blackout or other failure of utilities, general failure of the banking or postal system, vandalism or other criminal acts, acts of terrorism, quarantine, the authority of law, strikes, riots, civil disorder, or action, requisition or necessity of a government entitysucceeding Contract Quarter. (ii) If a Volume Deficiency occurs as a result of planned outages under the Refinery Operating Plan , then Shipper’s Volume Deficiency shall be reduced to the extent that Shipper’s deliveries are directly affected by such planned outages under the Refinery Operating Plan up to a maximum reduction in the Volume Commitment of 10,000 barrels per day on an average basis over any calendar year of the First Period, (In other words, the Volume Commitment shall in no event be reduced below 70,000 barrels per day for any calendar year as a result of planned outages under the Refinery Operating Plan.) If there are any such reductions of the Volume Deficiency due to planned outages under the Refinery Operating Plan, the First Period shall be extended by the number of days required to achieve the cash revenue equal to of greater than the deficiency payment otherwise required by this provision.

Deficiency Payments. Beginning on the Commencement Date and continuing thereafter during the First Period of the Term of this Agreement, Shipper’s Volume Commitment (in barrelsa) for a month or part of a month (“Contract Month”) shall be determined by multiplying the daily Volume Commitment by the number of days in such Contract Month. Shipper agrees to pay Carrier the Tariff Rate (upon invoice at As soon as practicable following the end of each calendar quarter) for any Volume Deficiency month under this Agreement, Logistics shall deliver to Lion a written notice (the positive difference “Deficiency Notice”) detailing any failure of subtracting the Barrels which Shipper has Tendered for a Contract Month from Shipper’s Volume Commitment for such Contract Month) remaining after crediting volumes in excess Lion to meet any of the Volume Commitment for such quarter against such Volume Deficienciesits payment obligations under this Agreement. For avoidance of doubt, Volume Deficiencies occurring during any Contract Month during a calendar quarter may be made up utilizing volume credits arising during any other Contract Month in the same calendar quarter. There The Deficiency Notice shall be no carryover volume credits or makeup of Volume Deficiencies between or among different calendar quarters except as follows: (i) specify in reasonable detail the nature of any payment deficiency and (ii) specify the approximate dollar amount that Logistics believes would have been paid by Lion to Logistics if a Volume Lion had complied with its payment obligations under this Agreement (the “Deficiency occurs as a result of an event of Force Majeure, then Shipper’s Volume Payment”). Lion shall pay the Deficiency shall be reduced Payment to the extent that Shipper’s deliveries are directly affected by such event of Force Majeure. In addition, In the event Carrier’s obligations or services are directly affected by an event of Force Majeure, such obligations or services of Carrier shall be relieved for the duration of such Force Majeure event. If there are any such reductions Logistics 10 days after its receipt of the Volume Deficiency due to Force Majeure, the First Period shall be extended by the number of days required to achieve the cash revenue equal to or greater than the deficiency payment otherwise required by this provision, “Force Majeure” means an event beyond the reasonable control of the party affected which unexpectedly impedes such party’s performance hereunder, which shall include without limitation an act of God, fire, flood, war, military action or act of public enemy, national emergency, blackout or other failure of utilities, general failure of the banking or postal system, vandalism or other criminal acts, acts of terrorism, quarantine, the authority of law, strikes, riots, civil disorder, or action, requisition or necessity of a government entityNotice. (iib) If Lion disagrees with the Deficiency Notice, then, promptly following the payment of any undisputed portion of the Deficiency Payment to Logistics, a Volume Deficiency occurs senior officer of Lion and a senior officer of Logistics shall meet or communicate by telephone at a mutually acceptable time and place, and thereafter as a result of planned outages under the Refinery Operating Plan often as they reasonably deem necessary, then Shipper’s Volume Deficiency and shall be reduced negotiate in good faith to the extent attempt to resolve any differences that Shipper’s deliveries are directly affected by such planned outages under the Refinery Operating Plan up they may have with respect to a maximum reduction matters specified in the Volume Commitment Deficiency Notice. If such differences are not resolved within 30 days following the payment of 10,000 barrels per any Deficiency Payment, Lion and Logistics shall, within 45 days following the payment of such Deficiency Payment, submit any and all matters which remain in dispute and which were properly included in the Deficiency Notice to arbitration in accordance with Section 21(m). During the 60-day on an average basis over any calendar year period following the receipt of the First PeriodDeficiency Notice, Lion shall have the right, in accordance with Section 21(o), to inspect and audit the working papers of Logistics relating to such Deficiency Payment. (In other words, the Volume Commitment shall in no event be reduced below 70,000 barrels per day for any calendar year as a result of planned outages under the Refinery Operating Plan.c) If there are it is determined by arbitration in accordance with Section 21(m) that Lion was required to make any such reductions or all of the Volume disputed portion of the Deficiency due Payment, Lion shall promptly pay to planned outages under Logistics such amount, together with interest thereon from the Refinery Operating Plandate provided in the last sentence of Section 9(a) at the Prime Rate, the First Period shall be extended by the number of days required to achieve the cash revenue equal to of greater than the deficiency payment otherwise required by this provisionin immediately available funds.

Deficiency Payments. Beginning on the Commencement Date and continuing thereafter during the First Period of the Term of this Agreement, Shipper’s Volume Commitment (in barrelsa) for a month or part of a month (“Contract Month”) shall be determined by multiplying the daily Volume Commitment by the number of days in such Contract Month. Shipper agrees to pay Carrier the Tariff Rate (upon invoice at As soon as practicable following the end of each calendar quarter) for any Volume Deficiency Contract Quarter under this Agreement, Cheyenne Logistics shall deliver to Frontier Cheyenne a written notice (the positive difference “Deficiency Notice”) detailing any failure of subtracting Frontier Cheyenne to meet its minimum revenue commitment obligations under Section 2(a)(i), Section 2(b)(i), or Section 2(c)(i); provided, however, that Frontier Cheyenne’s obligations pursuant to the Barrels which Shipper has Tendered Minimum Crude Oil Receiving Facility Revenue Commitment, Minimum Tankage Revenue Commitment, and the Minimum Loading Rack Revenue Commitment shall, in each case, be assessed on a quarterly basis for a the purposes of this Section 9. Notwithstanding the previous sentence, any deficiency owed by Frontier Cheyenne due to its failure to satisfy the Minimum Crude Oil Receiving Facility FIRST AMENDED AND RESTATED TANKAGE, LOADING RACK AND CRUDE OIL RECEIVING THROUGHPUT AGREEMENT (CHEYENNE) Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment in any Contract Month from Shipper’s Volume Quarter shall be offset by any revenue owed to Cheyenne Logistics in excess of the Minimum Crude Oil Receiving Facility Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment for such Contract MonthQuarter. The Deficiency Notice shall (A) remaining specify in reasonable detail the nature of any deficiency and (B) specify the approximate dollar amount that Cheyenne Logistics believes would have been paid by Frontier Cheyenne to Cheyenne Logistics if Frontier Cheyenne had complied with its minimum revenue commitment obligations pursuant to Section 2(a)(i), Section 2(b)(i), or Section 2(c)(i), as applicable (the “Deficiency Payment”). Frontier Cheyenne shall pay the Deficiency Payment to Cheyenne Logistics upon the later of: (1) ten (10) days after crediting volumes in excess their receipt of the Volume Commitment for such quarter against such Volume Deficiencies. For avoidance Deficiency Notice and (2) thirty (30) days following the end of doubtthe related Contract Quarter. (b) If Frontier Cheyenne disagrees with any Deficiency Notice (the “Disputed Deficiency Notice”), Volume Deficiencies occurring during then, following the payment of the undisputed portion of the deficiency payment related to the Disputed Deficiency Notice (the “Disputed Deficiency Payment”) to Cheyenne Logistics, if any, Frontier Cheyenne shall send written notice thereof regarding the disputed portion of the Disputed Deficiency Notice to Cheyenne Logistics, and a senior officer of HollyFrontier (on behalf of Frontier Cheyenne) and a senior officer of the Partnership (on behalf of Cheyenne Logistics) shall meet or communicate by telephone at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary and shall negotiate in good faith to attempt to resolve any Contract Month during a calendar quarter differences that they may be made up utilizing volume credits arising during any other Contract Month have with respect to matters specified in the same calendar quarterDisputed Deficiency Notice. There During the 30-day period following the receipt of the Disputed Deficiency Notice, Frontier Cheyenne shall have access to the working papers of Cheyenne Logistics relating to the Disputed Deficiency Notice. If such differences are not resolved within thirty (30) days following Frontier Cheyenne’s receipt of the Disputed Deficiency Notice, Frontier Cheyenne, on the one hand, and Cheyenne Logistics, on the other hand, shall, within forty-five (45) days following Frontier Cheyenne’s receipt of the Disputed Deficiency Notice, submit any and all matters which remain in dispute and which were properly included in the Disputed Deficiency Notice to arbitration in accordance with Section 13(e). (c) If it is finally determined pursuant to this Section 9 that Frontier Cheyenne is required to pay any or all of the disputed portion of the Disputed Deficiency Payment, Frontier Cheyenne shall promptly pay such amount to Cheyenne Logistics, as applicable, together with interest thereon at the Prime Rate, in immediately available funds. (d) The Parties acknowledge and agree that there shall be no carryover volume credits or makeup carry-over of Volume Deficiencies between or among different calendar quarters except as follows: (ideficiency payments beyond each Contract Quarter provided for in Section 9(a) if a Volume Deficiency occurs as a result of an event of Force Majeure, then Shipper’s Volume Deficiency shall be reduced with respect to the extent that Shipper’s deliveries are directly affected by such event of Force Majeure. In addition, In the event Carrier’s obligations or services are directly affected by an event of Force Majeure, such obligations or services of Carrier shall be relieved for the duration of such Force Majeure event. If there are any such reductions of the Volume Deficiency due to Force MajeureMinimum Crude Oil Receiving Facility Revenue Commitment, the First Period shall be extended by Minimum Tankage Revenue Commitment or the number of days required to achieve the cash revenue equal to or greater than the deficiency payment otherwise required by this provisionMinimum Loading Rack Revenue Commitment. FIRST AMENDED AND RESTATED TANKAGE, “Force Majeure” means an event beyond the reasonable control of the party affected which unexpectedly impedes such party’s performance hereunder, which shall include without limitation an act of God, fire, flood, war, military action or act of public enemy, national emergency, blackout or other failure of utilities, general failure of the banking or postal system, vandalism or other criminal acts, acts of terrorism, quarantine, the authority of law, strikes, riots, civil disorder, or action, requisition or necessity of a government entity. LOADING RACK AND CRUDE OIL RECEIVING THROUGHPUT AGREEMENT (ii) If a Volume Deficiency occurs as a result of planned outages under the Refinery Operating Plan , then Shipper’s Volume Deficiency shall be reduced to the extent that Shipper’s deliveries are directly affected by such planned outages under the Refinery Operating Plan up to a maximum reduction in the Volume Commitment of 10,000 barrels per day on an average basis over any calendar year of the First Period, (In other words, the Volume Commitment shall in no event be reduced below 70,000 barrels per day for any calendar year as a result of planned outages under the Refinery Operating Plan.) If there are any such reductions of the Volume Deficiency due to planned outages under the Refinery Operating Plan, the First Period shall be extended by the number of days required to achieve the cash revenue equal to of greater than the deficiency payment otherwise required by this provision.CHEYENNE)

Deficiency Payments. Beginning on the Commencement Date and continuing thereafter during the First Period of the Term of this Agreement, Shipper’s Volume Commitment (in barrelsa) for a month or part of a month (“Contract Month”) shall be determined by multiplying the daily Volume Commitment by the number of days in such Contract Month. Shipper agrees to pay Carrier the Tariff Rate (upon invoice at As soon as practicable following the end of each calendar quarterContract Quarter under this Agreement, (i) for any Volume Deficiency HEP Tulsa shall deliver to Xxxxx Tulsa a written notice (the positive difference “Group 1 Deficiency Notice”) detailing any failure of subtracting Xxxxx Tulsa to meet their obligations under Section 2(a)(i), Section 2(b)(i), or Section 2(c)(i); provided, however, that Xxxxx Tulsa’s obligations pursuant to the Barrels which Shipper has Tendered Minimum Pipeline Revenue Commitment, Minimum Group 1 Tankage Revenue Commitment, and the Minimum Group 1 Loading Rack Revenue Commitment shall, in each case, be assessed on a quarterly basis for a the purposes of this Section 9. Notwithstanding the previous sentence, any deficiency owed by Xxxxx Tulsa due to its failure to satisfy the Minimum Pipeline Revenue Commitment, Minimum Group 1 Tankage Revenue Commitment, or Minimum Group 1 Loading Rack Revenue Commitment in any Contract Month from Shipper’s Volume Quarter shall be offset by any revenue owed to HEP Tulsa in excess of the Minimum Pipeline Revenue Commitment, Minimum Group 1 Tankage Revenue Commitment, or Minimum Group 1 Loading Rack Revenue Commitment for such Contract MonthQuarter. The Group 1 Deficiency Notice shall (A) remaining specify in reasonable detail the nature of any deficiency and (B) specify the approximate dollar amount that HEP Tulsa believes would have been paid by Xxxxx Tulsa to HEP Tulsa if Xxxxx Tulsa had complied with its obligations pursuant to Section 2(a)(i), Section 2(b)(i), or Section 2(c)(i), as applicable (the “Group 1 Deficiency Payment”). Xxxxx Tulsa shall pay the Group 1 Deficiency Payment to HEP Tulsa upon the later of: (1) ten (10) days after crediting volumes in excess their receipt of the Volume Commitment for such quarter against such Volume Deficiencies. For avoidance of doubt, Volume Deficiencies occurring during any Contract Month during a calendar quarter may be made up utilizing volume credits arising during any other Contract Month in Group 1 Deficiency Notice and (2) thirty (30) days following the same calendar quarter. There shall be no carryover volume credits or makeup of Volume Deficiencies between or among different calendar quarters except as follows: (i) if a Volume Deficiency occurs as a result of an event of Force Majeure, then Shipper’s Volume Deficiency shall be reduced to the extent that Shipper’s deliveries are directly affected by such event of Force Majeure. In addition, In the event Carrier’s obligations or services are directly affected by an event of Force Majeure, such obligations or services of Carrier shall be relieved for the duration of such Force Majeure event. If there are any such reductions end of the Volume Deficiency due to Force Majeure, the First Period shall be extended by the number of days required to achieve the cash revenue equal to or greater than the deficiency payment otherwise required by this provision, “Force Majeure” means an event beyond the reasonable control of the party affected which unexpectedly impedes such party’s performance hereunder, which shall include without limitation an act of God, fire, flood, war, military action or act of public enemy, national emergency, blackout or other failure of utilities, general failure of the banking or postal system, vandalism or other criminal acts, acts of terrorism, quarantine, the authority of law, strikes, riots, civil disorder, or action, requisition or necessity of a government entityrelated Contract Quarter. (ii) HEP Storage-Tulsa shall deliver to Xxxxx Tulsa a written notice (the “Group 2 Deficiency Notice”) detailing any failure of Xxxxx Tulsa to meet their obligations under Section 2(d)(i) or Section 2(e)(i); provided, however, that Xxxxx Tulsa’s obligations pursuant to the Minimum Group 2 Tankage Revenue Commitment and Minimum Group 2 Loading Rack Revenue Commitment shall, in each case, be assessed on a quarterly basis for the purposes of this Section 9. Notwithstanding the previous sentence, any deficiency owed by Xxxxx Tulsa due to its failure to satisfy the Minimum Group 2 Tankage Revenue Commitment or Minimum Group 2 Loading Rack Revenue Commitment in any Contract Quarter shall be offset by any revenue owed to HEP Storage-Tulsa in excess of the Minimum Group 2 Tankage Revenue Commitment or Minimum Group 2 Loading Rack Revenue Commitment for such Contract Quarter. The Group 2 Deficiency Notice shall (A) specify in reasonable detail the nature of any deficiency and (B) specify the approximate dollar amount that HEP Storage-Tulsa believes would have been paid by Xxxxx Tulsa to HEP Storage-Tulsa if Xxxxx Tulsa had complied with its obligations pursuant to Section 2(d)(i) or Section 2(e)(i), as applicable (the “Group 2 Deficiency Payment”). Xxxxx Tulsa shall pay the Group 2 Deficiency Payment to HEP Storage-Tulsa upon the later of: (1) ten (10) days after their receipt of the Group 2 Deficiency Notice and (2) thirty (30) days following the end of the related Contract Quarter. (b) If Xxxxx Tulsa disagrees with any Group 1 Deficiency Notice or Group 2 Deficiency Notice (the “Disputed Deficiency Notice”), then, following the payment of the undisputed portion of the deficiency payment related to the Disputed Deficiency Notice (the “Disputed Deficiency Payment”) to HEP Tulsa or HEP Storage-Tulsa, as applicable, if any, Xxxxx Tulsa shall send written notice thereof regarding the disputed portion of the Disputed Deficiency Notice to HEP Tulsa or HEP Storage-Tulsa, as applicable, and a Volume senior officer of Xxxxx (on behalf of Xxxxx Tulsa) and a senior officer of the Partnership (on behalf of HEP Tulsa and HEP Storage-Tulsa) shall meet or communicate by telephone at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary and shall negotiate in good faith to attempt to resolve any differences that they may have with respect to matters specified in the Disputed Deficiency occurs Notice. During the 30-day period following the payment of the Disputed Deficiency Payment, Xxxxx Tulsa shall have access to the working papers of HEP Tulsa or HEP Storage-Tulsa, as applicable, relating to the Disputed Deficiency Notice. If such differences are not resolved within thirty (30) days following Xxxxx Tulsa’s receipt of the Disputed Deficiency Notice, Xxxxx Tulsa, on the one hand, and HEP Tulsa and HEP Storage-Tulsa, on the other hand, shall, within forty-five (45) days following Xxxxx Tulsa’s receipt of the Disputed Deficiency Notice, submit any and all matters which remain in dispute and which were properly included in the Disputed Deficiency Notice to arbitration in accordance with Section 13(e). (c) If it is finally determined pursuant to this Section 9 that Xxxxx Tulsa is required to pay any or all of the disputed portion of the Disputed Deficiency Payment, Xxxxx Tulsa shall promptly pay such amount to HEP Tulsa or HEP Storage-Tulsa, as applicable, together with interest thereon at the Prime Rate, in immediately available funds. (d) The Parties acknowledge and agree that there shall be no carry-over of deficiency payments beyond each Contract Quarter provided for in Section 9(a) with respect to the Minimum Pipeline Revenue Commitment, the Minimum Group 1 Tankage Revenue Commitment, Minimum Group 2 Tankage Revenue Commitment, Minimum Group 2 Loading Rack Revenue Commitment or Minimum Group 1 Loading Rack Revenue Commitment. (e) The Parties acknowledge and agree that no revenue generated as a result of planned outages under tariffs paid with respect to any specific minimum revenue commitment hereunder, such as the Refinery Operating Plan Minimum Pipeline Revenue Commitment, then Shipper’s Volume Deficiency the Minimum Group 1 Tankage Revenue Commitment, Minimum Group 2 Tankage Revenue Commitment, Minimum Group 2 Loading Rack Revenue Commitment or Minimum Group 1 Loading Rack Revenue Commitment, shall be reduced considered in determining whether Xxxxx Tulsa has satisfied any other minimum revenue commitment hereunder for purposes of determining any deficiency pursuant to this Section 9, though once the extent that Shipper’s deliveries amount of such deficiencies are directly affected by such planned outages under the Refinery Operating Plan up to a maximum reduction in the Volume Commitment of 10,000 barrels per day on an average basis over any calendar year of the First Period, (In other wordsdetermined, the Volume Commitment shall Parties may offset payments due on account of such deficiencies in no event be reduced below 70,000 barrels per day for any calendar year as a result of planned outages under the Refinery Operating Planaccordance with Section 9(a).) If there are any such reductions of the Volume Deficiency due to planned outages under the Refinery Operating Plan, the First Period shall be extended by the number of days required to achieve the cash revenue equal to of greater than the deficiency payment otherwise required by this provision.

Deficiency Payments. Beginning on the Commencement Date and continuing thereafter during the First Period of the Term of this Agreement, Shipper’s Volume Commitment (in barrelsa) for a month or part of a month (“Contract Month”) shall be determined by multiplying the daily Volume Commitment by the number of days in such Contract Month. Shipper agrees to pay Carrier the Tariff Rate (upon invoice at As soon as practicable following the end of each calendar quarter) for any Volume Deficiency Contract Quarter under this Agreement, El Dorado Logistics shall deliver to Frontier El Dorado a written notice (the positive difference “Deficiency Notice”) detailing any failure of subtracting Frontier El Dorado to meet its minimum revenue commitment obligations under Section 2(a)(i), Section 2(b)(i), or Section 2(c)(i); provided, however, that Frontier El Dorado’s obligations pursuant to the Barrels which Shipper has Tendered Minimum Pipeline Delivery Revenue Commitment, Minimum Tankage Revenue Commitment, and the Minimum Loading Rack Revenue Commitment shall, in each case, be assessed on a quarterly basis for a the purposes of this Section 9. Notwithstanding the previous sentence, any deficiency owed by Frontier El Dorado due to its failure to satisfy the Minimum Pipeline Delivery Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment in any Contract Month from Shipper’s Volume Quarter shall be offset by any revenue owed to El Dorado Logistics in excess of the Minimum Pipeline Delivery Revenue Commitment, Minimum Tankage Revenue Commitment, or Minimum Loading Rack Revenue Commitment for such Contract MonthQuarter. The Deficiency Notice shall (A) remaining specify in reasonable detail the nature of any deficiency and (B) specify the approximate dollar amount that El Dorado Logistics believes would have been paid by Frontier El Dorado to El Dorado Logistics if Frontier El Dorado had complied with its minimum revenue commitment obligations pursuant to Section 2(a)(i), Section 2(b)(i), or Section 2(c)(i), as applicable (the “Deficiency Payment”). Frontier El Dorado shall pay the Deficiency Payment to El Dorado Logistics upon the later of: (1) ten (10) days after crediting volumes in excess their receipt of the Volume Commitment for such quarter against such Volume Deficiencies. For avoidance Deficiency Notice and (2) thirty (30) days following the end of doubtthe related Contract Quarter. (b) If Frontier El Dorado disagrees with any Deficiency Notice (the “Disputed Deficiency Notice”), Volume Deficiencies occurring during then, following the payment of the undisputed portion of the deficiency payment related to the Disputed Deficiency Notice (the “Disputed Deficiency Payment”) to El Dorado Logistics, if any, Frontier El Dorado shall send written notice thereof regarding the disputed portion of the Disputed Deficiency Notice to El Dorado Logistics, and a senior officer of HollyFrontier (on behalf of Frontier El Dorado) and a senior officer of the Partnership (on behalf of El Dorado Logistics) shall meet or communicate by telephone at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary and shall negotiate in good faith to attempt to resolve any Contract Month during a calendar quarter differences that they may be made up utilizing volume credits arising during any other Contract Month have with respect to matters specified in the same calendar quarterDisputed Deficiency Notice. There During the 30-day period following the receipt of the Disputed Deficiency Notice, Frontier El Dorado shall have access to the working papers of El Dorado Logistics relating to the Disputed Deficiency Notice. If such differences are not resolved within thirty (30) days following Frontier El Dorado’s receipt of the Disputed Deficiency Notice, Frontier El Dorado, on the one hand, and El Dorado Logistics, on the other hand, shall, within forty-five (45) days following Frontier El Dorado’s receipt of the Disputed Deficiency Notice, submit any and all matters which remain in dispute and which were properly included in the Disputed Deficiency Notice to arbitration in accordance with Section 13(e). (c) If it is finally determined pursuant to this Section 9 that Frontier El Dorado is required to pay any or all of the disputed portion of the Disputed Deficiency Payment, Frontier El Dorado shall promptly pay such amount to El Dorado Logistics, as applicable, together with interest thereon at the Prime Rate, in immediately available funds. (d) The Parties acknowledge and agree that there shall be no carryover volume credits or makeup carry-over of Volume Deficiencies between or among different calendar quarters except as follows: (ideficiency payments beyond each Contract Quarter provided for in Section 9(a) if a Volume Deficiency occurs as a result of an event of Force Majeure, then Shipper’s Volume Deficiency shall be reduced with respect to the extent that Shipper’s deliveries are directly affected by such event of Force Majeure. In addition, In the event Carrier’s obligations or services are directly affected by an event of Force Majeure, such obligations or services of Carrier shall be relieved for the duration of such Force Majeure event. If there are any such reductions of the Volume Deficiency due to Force MajeureMinimum Pipeline Delivery Revenue Commitment, the First Period shall be extended by Minimum Tankage Revenue Commitment or the number of days required to achieve the cash revenue equal to or greater than the deficiency payment otherwise required by this provision, “Force Majeure” means an event beyond the reasonable control of the party affected which unexpectedly impedes such party’s performance hereunder, which shall include without limitation an act of God, fire, flood, war, military action or act of public enemy, national emergency, blackout or other failure of utilities, general failure of the banking or postal system, vandalism or other criminal acts, acts of terrorism, quarantine, the authority of law, strikes, riots, civil disorder, or action, requisition or necessity of a government entityMinimum Loading Rack Revenue Commitment. (ii) If a Volume Deficiency occurs as a result of planned outages under the Refinery Operating Plan , then Shipper’s Volume Deficiency shall be reduced to the extent that Shipper’s deliveries are directly affected by such planned outages under the Refinery Operating Plan up to a maximum reduction in the Volume Commitment of 10,000 barrels per day on an average basis over any calendar year of the First Period, (In other words, the Volume Commitment shall in no event be reduced below 70,000 barrels per day for any calendar year as a result of planned outages under the Refinery Operating Plan.) If there are any such reductions of the Volume Deficiency due to planned outages under the Refinery Operating Plan, the First Period shall be extended by the number of days required to achieve the cash revenue equal to of greater than the deficiency payment otherwise required by this provision.

Deficiency Payments. Beginning on the Commencement Date and continuing thereafter during the First Period of the Term of this Agreement, Shipper’s Volume Commitment (in barrelsa) for a month or part of a month (“Contract Month”) shall be determined by multiplying the daily Volume Commitment by the number of days in such Contract Month. Shipper agrees to pay Carrier the Tariff Rate (upon invoice at As soon as practicable following the end of each calendar quarter) for any Volume Deficiency Contract Year under this Agreement, the Partnership Group shall deliver to Sunoco R&M a written notice (the positive difference "Deficiency Notice") detailing Sunoco R&M's failure to meet any of subtracting its obligations under this Agreement. The Deficiency Notice shall (i) specify in reasonable detail the Barrels nature of any deficiency (including identifying which Shipper provision of Section 2 has Tendered for not been satisfied) and (ii) specify the approximate dollar amount that the Partnership Group believes would have been paid by Sunoco R&M and its Controlled Affiliates to the Partnership Group if Sunoco R&M had complied with the applicable provision(s) of Section 2 (the "Deficiency Payment"). Sunoco R&M shall pay the Deficiency Payment to the Partnership Group within 10 days of its receipt of the Deficiency Notice. (b) If Sunoco R&M disagrees with the Deficiency Notice, then following the payment of the Deficiency Payment to the Partnership Group, the chief financial officers of Sunoco R&M and the General Partner (on behalf of the Partnership Group) shall meet or communicate by telephone at a Contract Month mutually acceptable time and place, and thereafter as often as they reasonably deem necessary and shall negotiate in good faith to attempt to resolve any differences that they may have with respect to matters specified in the Deficiency Notice. During the 30-day period following the payment of the Deficiency Payment, Sunoco R&M shall have access to the working papers of the Partnership Group relating to the Deficiency Notice. If such differences are not resolved within 30 days following the payment of the Deficiency Payment, Sunoco R&M and the Partnership Group shall, within 45 days following the payment of Deficiency Payment, submit any and all matters which remain in dispute and which were properly included in the Deficiency Notice to arbitration in accordance with Section 10(g). (c) If it is finally determined pursuant to this Section 9 that Sunoco R&M is not required to make any or all of the Deficiency Payment (the "Refund"), the Partnership Group shall promptly pay to Sunoco R&M the Refund in immediately available funds, plus interest on the Refund at the Prime Rate from Shipper’s Volume Commitment for such Contract Monththe first day after the payment of the Deficiency Payment. (d) remaining after crediting volumes Deficiency Payments will be credited against any payments owed by Sunoco R&M in the following year of this Agreement in excess of the Volume Commitment for such quarter against such Volume Deficiencies. For avoidance of doubtminimum commitments established by this Agreement; provided, Volume Deficiencies occurring during any Contract Month during a calendar quarter may be made up utilizing volume credits arising during any other Contract Month in the same calendar quarter. There shall be no carryover volume credits or makeup of Volume Deficiencies between or among different calendar quarters except as follows: however, that (i) if a Volume Deficiency occurs as Payment may only be credited against a result of an event of Force Majeure, then Shipper’s Volume Deficiency shall be reduced to the extent that Shipper’s deliveries are directly affected payment owed by such event of Force Majeure. In addition, In the event Carrier’s obligations or services are directly affected by an event of Force Majeure, such obligations or services of Carrier shall be relieved for the duration of such Force Majeure event. If there are any such reductions Sunoco R&M in excess of the Volume Deficiency due to Force Majeure, minimum commitments under the First Period shall be extended by the number same provision of days required to achieve the cash revenue equal to or greater than the deficiency payment otherwise required by this provision, “Force Majeure” means an event beyond the reasonable control of the party affected which unexpectedly impedes such party’s performance hereunder, which shall include without limitation an act of God, fire, flood, war, military action or act of public enemy, national emergency, blackout or other failure of utilities, general failure of the banking or postal system, vandalism or other criminal acts, acts of terrorism, quarantine, the authority of law, strikes, riots, civil disorder, or action, requisition or necessity of a government entity. Agreement and (ii) If a Volume Sunoco R&M will not receive credit for any Deficiency occurs as a result of planned outages Payment until it has met the annual minimum requirements under the Refinery Operating Plan applicable provision in the succeeding Contract Year. For example, then Shipper’s Volume a Deficiency shall be reduced Payment made with respect to the extent that Shipper’s deliveries are directly affected by such planned outages Marcus Hook Tank Farm may only be credited against payments owed with respect to the Marcus Hook Tank Farm in excess of the minimum commitments under the Refinery Operating Plan up to a maximum reduction Section 2(a)(ii) in the Volume Commitment of 10,000 barrels per day on an average basis over any calendar year of following Contract Year if Sunoco R&M and its Controlled Affiliates have delivered the First Period, (In other words, annual minimum volume commitment at the Volume Commitment shall Marcus Hook Tank Farm in no event be reduced below 70,000 barrels per day for any calendar year as a result of planned outages under the Refinery Operating Planthat Contract Year.) If there are any such reductions of the Volume Deficiency due to planned outages under the Refinery Operating Plan, the First Period shall be extended by the number of days required to achieve the cash revenue equal to of greater than the deficiency payment otherwise required by this provision.

Deficiency Payments. Beginning on the Commencement Date and continuing thereafter during the First Period of the Term of this Agreement, Shipper’s Volume Commitment (in barrelsa) for a month or part of a month (“Contract Month”) shall be determined by multiplying the daily Volume Commitment by the number of days in such Contract Month. Shipper agrees to pay Carrier the Tariff Rate (upon invoice at As soon as practicable following the end of each calendar quarter) for any Volume Deficiency Contract Quarter under this Agreement, the Partnership Group shall deliver to the Holly Group a written notice (the positive difference "Deficiency Notice") detailing any xxxxxre of subtracting the Barrels Holly Group to meet any of its obligations under Section 2(a) of this Xxxxement. The Deficiency Notice shall (i) specify in reasonable detail the nature of any deficiency and (ii) specify the approximate dollar amount that the Partnership Group believes would have been paid by the Holly Group to the Partnership Group if the Holly Group had complied xxxx Section 2(a) of this Agreement (the "Dexxxxxncy Payment"). The Holly Group shall pay the Deficiency Payment to the Partnership Group xxxx the later of: (1) 10 days after its receipt of the Deficiency Notice and (2) 30 days following the end of the related Contract Quarter. (b) If the Holly Group disagrees with the Deficiency Notice, then following the xxxxxnt of the Deficiency Payment to the Partnership Group, the chief financial officers of Holly (on behalf of the Holly Group) and Holly GP (on behalf of the Pxxxxxrship Group) shall xxxx or communicaxx xx telephone at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary and shall negotiate in good faith to attempt to resolve any differences that they may have with respect to matters specified in the Deficiency Notice. During the 30-day period following the payment of the Deficiency Payment, the Holly Group shall have access to the working papers of the Partnershix Xxxup relating to the Deficiency Notice. If such differences are not resolved within 30 days following the payment of the Deficiency Payment, the Holly Group and the Partnership Group shall, within 45 days following xxx payment of the Deficiency Payment, submit any and all matters which Shipper has Tendered for a remain in dispute and which were properly included in the Deficiency Notice to arbitration in accordance with Section 10(f). (c) If it is finally determined pursuant to this Section 9 that the Holly Group is not required to make any or all of the Deficiency Paymxxx (the "Refund"), the Partnership Group shall promptly pay to the Holly Group the Refund, together with interest thereon at the Prime Rxxx, in immediately available funds. (d) Deficiency Payments will be credited against any payments owed by the Holly Group in the following four Contract Month from Shipper’s Volume Commitment for such Contract Month) remaining after crediting volumes Quarters in excess of the Volume Commitment Xxxxxum Revenue Commitments established by this Agreement for such quarter against such Volume Deficiencies. For avoidance of doubtCalendar Quarters; provided, Volume Deficiencies occurring during however, that the Holly Group will not receive credit for any Deficiency Payment in any xx xhe following four Contract Month during a calendar quarter may be made up utilizing volume credits arising during any other Contract Month Quarters until it has met the Minimum Revenue Commitment in the same calendar quarter. There shall be no carryover volume credits or makeup of Volume Deficiencies between or among different calendar quarters except as follows: (i) if a Volume Deficiency occurs as a result of an event of Force Majeure, then Shipper’s Volume Deficiency shall be reduced to the extent that Shipper’s deliveries are directly affected by such event of Force Majeure. In addition, In the event Carrier’s obligations or services are directly affected by an event of Force Majeure, such obligations or services of Carrier shall be relieved for the duration of such Force Majeure event. If there are any such reductions of the Volume Deficiency due to Force Majeure, the First Period shall be extended by the number of days required to achieve the cash revenue equal to or greater than the deficiency payment otherwise required by this provision, “Force Majeure” means an event beyond the reasonable control of the party affected which unexpectedly impedes such party’s performance hereunder, which shall include without limitation an act of God, fire, flood, war, military action or act of public enemy, national emergency, blackout or other failure of utilities, general failure of the banking or postal system, vandalism or other criminal acts, acts of terrorism, quarantine, the authority of law, strikes, riots, civil disorder, or action, requisition or necessity of a government entitysucceeding Contract Quarter. (ii) If a Volume Deficiency occurs as a result of planned outages under the Refinery Operating Plan , then Shipper’s Volume Deficiency shall be reduced to the extent that Shipper’s deliveries are directly affected by such planned outages under the Refinery Operating Plan up to a maximum reduction in the Volume Commitment of 10,000 barrels per day on an average basis over any calendar year of the First Period, (In other words, the Volume Commitment shall in no event be reduced below 70,000 barrels per day for any calendar year as a result of planned outages under the Refinery Operating Plan.) If there are any such reductions of the Volume Deficiency due to planned outages under the Refinery Operating Plan, the First Period shall be extended by the number of days required to achieve the cash revenue equal to of greater than the deficiency payment otherwise required by this provision.

Deficiency Payments. Beginning on the Commencement Date and continuing thereafter during the First Period of the Term of this Agreement, Shipper’s Volume Commitment (in barrelsa) for a month or part of a month (“Contract Month”) shall be determined by multiplying the daily Volume Commitment by the number of days in such Contract Month. Shipper agrees to pay Carrier the Tariff Rate (upon invoice at As soon as practicable following the end of each calendar quarter) for any Volume Deficiency Contract Quarter under this Agreement, the Partnership Entities shall deliver to the Xxxxx Entities a written notice (the positive difference "Deficiency Notice") detailing any failure of subtracting the Barrels Xxxxx Entities to meet any of their obligations under Section 2(a) of this Agreement. The Deficiency Notice shall (i) specify in reasonable detail the nature of any deficiency and (ii) specify the approximate dollar amount that the Partnership Entities believe would have been paid by the Xxxxx Entities to the Partnership Entities if the Xxxxx Entities had complied with Section 2(a) of this Agreement (the "Deficiency Payment"). The Xxxxx Entities shall pay the Deficiency Payment to the Partnership Entities upon the later of: (1) 10 days after their receipt of the Deficiency Notice and (2) 30 days following the end of the related Contract Quarter. (b) If the Xxxxx Entities disagree with the Deficiency Notice, then following the payment of the Deficiency Payment to the Partnership Entities, the chief financial officers of Xxxxx (on behalf of the Xxxxx Entities) and Xxxxx GP (on behalf of the Partnership Entities) shall meet or communicate by telephone at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary and shall negotiate in good faith to attempt to resolve any differences that they may have with respect to matters specified in the Deficiency Notice. During the 30-day period following the payment of the Deficiency Payment, the Xxxxx Entities shall have access to the working papers of the Partnership Entities relating to the Deficiency Notice. If such differences are not resolved within 30 days following the payment of the Deficiency Payment, the Xxxxx Entities and the Partnership Entities shall, within 45 days following the payment of the Deficiency Payment, submit any and all matters which Shipper has Tendered for a remain in dispute and which were properly included in the Deficiency Notice to arbitration in accordance with Section 10(f). (c) If it is finally determined pursuant to this Section 9 that the Xxxxx Entities are not required to make any or all of the Deficiency Payment (the "Refund"), the Partnership Entities shall promptly pay to the Xxxxx Entities the Refund, together with interest thereon at the Prime Rate, in immediately available funds. (d) Deficiency Payments will be credited against any payments owed by the Xxxxx Entities in the following four Contract Month from Shipper’s Volume Commitment for such Contract Month) remaining after crediting volumes Quarters in excess of the Volume Commitment Minimum Revenue Commitments established by this Agreement for such quarter against such Volume Deficiencies. For avoidance Contract Quarters; provided, however, that the Xxxxx Entities will not receive credit for any Deficiency Payment in any of doubt, Volume Deficiencies occurring during any the following four Contract Month during a calendar quarter may be made up utilizing volume credits arising during any other Contract Month Quarters until it has met the Minimum Revenue Commitment in the same calendar quarter. There shall be no carryover volume credits or makeup of Volume Deficiencies between or among different calendar quarters except as follows: (i) if a Volume Deficiency occurs as a result of an event of Force Majeure, then Shipper’s Volume Deficiency shall be reduced to the extent that Shipper’s deliveries are directly affected by such event of Force Majeure. In addition, In the event Carrier’s obligations or services are directly affected by an event of Force Majeure, such obligations or services of Carrier shall be relieved for the duration of such Force Majeure event. If there are any such reductions of the Volume Deficiency due to Force Majeure, the First Period shall be extended by the number of days required to achieve the cash revenue equal to or greater than the deficiency payment otherwise required by this provision, “Force Majeure” means an event beyond the reasonable control of the party affected which unexpectedly impedes such party’s performance hereunder, which shall include without limitation an act of God, fire, flood, war, military action or act of public enemy, national emergency, blackout or other failure of utilities, general failure of the banking or postal system, vandalism or other criminal acts, acts of terrorism, quarantine, the authority of law, strikes, riots, civil disorder, or action, requisition or necessity of a government entitysucceeding Contract Quarter. (ii) If a Volume Deficiency occurs as a result of planned outages under the Refinery Operating Plan , then Shipper’s Volume Deficiency shall be reduced to the extent that Shipper’s deliveries are directly affected by such planned outages under the Refinery Operating Plan up to a maximum reduction in the Volume Commitment of 10,000 barrels per day on an average basis over any calendar year of the First Period, (In other words, the Volume Commitment shall in no event be reduced below 70,000 barrels per day for any calendar year as a result of planned outages under the Refinery Operating Plan.) If there are any such reductions of the Volume Deficiency due to planned outages under the Refinery Operating Plan, the First Period shall be extended by the number of days required to achieve the cash revenue equal to of greater than the deficiency payment otherwise required by this provision.

Deficiency Payments. Beginning on the Commencement Date and continuing thereafter during the First Period of the Term of this Agreement, Shipper’s Volume Commitment (in barrelsa) for a month or part of a month (“Contract Month”) shall be determined by multiplying the daily Volume Commitment by the number of days in such Contract Month. Shipper agrees to pay Carrier the Tariff Rate (upon invoice at As soon as practicable following the end of each calendar quarter) for any Volume Deficiency Contract Quarter under this Agreement, the Partnership Entities shall deliver to the Xxxxx Entities a written notice (the positive difference “Deficiency Notice”) detailing any failure of subtracting the Barrels Xxxxx Entities to meet any of their obligations under Section 2(a); provided that the Xxxxx Entities’ obligations pursuant to the Minimum Revenue Commitment shall be assessed on a quarterly basis for the purposes of this Section 9. The Deficiency Notice shall (i) specify in reasonable detail the nature of any deficiency and (ii) specify the approximate dollar amount that the Partnership Entities believe would have been paid by the Xxxxx Entities to the Partnership Entities if the Xxxxx Entities had complied with their respective obligations pursuant to Section 2(a) (the “Deficiency Payment”). The Xxxxx Entities shall pay the Deficiency Payment to the Partnership Entities upon the later of: (A) ten (10) days after its receipt of the Deficiency Notice and (B) thirty (30) days following the end of the related Contract Quarter. (b) If the Xxxxx Entities disagree with the Deficiency Notice, then, following the payment of the Deficiency Payment to the Partnership Entities, the Xxxxx Entities shall send written notice thereof to the Partnership Entities and a senior officer of Xxxxx (on behalf of the Xxxxx Entities) and a senior officer of the Partnership (on behalf of the Partnership Entities) shall meet or communicate by telephone at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary and shall negotiate in good faith to attempt to resolve any differences that they may have with respect to matters specified in the Deficiency Notice. During the 30 day period following the payment of the Deficiency Payment, the Xxxxx Entities shall have access to the working papers of the Partnership Entities relating to the Deficiency Notice. If such differences are not resolved within thirty (30) days following the payment of the Deficiency Payment, the Xxxxx Entities and the Partnership Entities shall, within forty-five (45) days following the payment of the Deficiency Payment, submit any and all matters which Shipper has Tendered for a remain in dispute and which were properly included in the Deficiency Notice to arbitration in accordance with Section 12(f). (c) If it is finally determined pursuant to this Section 9 that the Xxxxx Entities are not required to make any or all of the Deficiency Payment (the “Refund”), the Partnership Entities shall promptly pay to the Xxxxx Entities the Refund, together with interest thereon at the Prime Rate, in immediately available funds. (d) Deficiency Payments will be credited against any payments owed by the Xxxxx Entities in the following four Contract Month from Shipper’s Volume Commitment for such Contract Month) remaining after crediting volumes Quarters in excess of the Volume Commitment Minimum Revenue Commitments established by this Agreement for such quarter against such Volume Deficiencies. For avoidance Calendar Quarters; provided, however, that the Xxxxx Entities will not receive credit for any Deficiency Payment in any of doubt, Volume Deficiencies occurring during any the following four Contract Month during a calendar quarter may be made up utilizing volume credits arising during any other Contract Month Quarters until they have met the Minimum Revenue Commitment in the same calendar quarter. There shall be no carryover volume credits or makeup of Volume Deficiencies between or among different calendar quarters except as follows: (i) if a Volume Deficiency occurs as a result of an event of Force Majeure, then Shipper’s Volume Deficiency shall be reduced to the extent that Shipper’s deliveries are directly affected by such event of Force Majeure. In addition, In the event Carrier’s obligations or services are directly affected by an event of Force Majeure, such obligations or services of Carrier shall be relieved for the duration of such Force Majeure event. If there are any such reductions of the Volume Deficiency due to Force Majeure, the First Period shall be extended by the number of days required to achieve the cash revenue equal to or greater than the deficiency payment otherwise required by this provision, “Force Majeure” means an event beyond the reasonable control of the party affected which unexpectedly impedes such party’s performance hereunder, which shall include without limitation an act of God, fire, flood, war, military action or act of public enemy, national emergency, blackout or other failure of utilities, general failure of the banking or postal system, vandalism or other criminal acts, acts of terrorism, quarantine, the authority of law, strikes, riots, civil disorder, or action, requisition or necessity of a government entitysucceeding Contract Quarter. (ii) If a Volume Deficiency occurs as a result of planned outages under the Refinery Operating Plan , then Shipper’s Volume Deficiency shall be reduced to the extent that Shipper’s deliveries are directly affected by such planned outages under the Refinery Operating Plan up to a maximum reduction in the Volume Commitment of 10,000 barrels per day on an average basis over any calendar year of the First Period, (In other words, the Volume Commitment shall in no event be reduced below 70,000 barrels per day for any calendar year as a result of planned outages under the Refinery Operating Plan.) If there are any such reductions of the Volume Deficiency due to planned outages under the Refinery Operating Plan, the First Period shall be extended by the number of days required to achieve the cash revenue equal to of greater than the deficiency payment otherwise required by this provision.

Deficiency Payments. Beginning on the Commencement Date and continuing thereafter during the First Period of the Term of this Agreement, Shipper’s Volume Commitment (in barrelsa) for a month or part of a month (“Contract Month”) shall be determined by multiplying the daily Volume Commitment by the number of days in such Contract Month. Shipper agrees to pay Carrier the Tariff Rate (upon invoice at As soon as practicable following the end of each calendar quarter) for any Volume Deficiency Contract Quarter under this Agreement, the Partnership Group shall deliver to the Xxxxx Group a written notice (the positive difference "Deficiency Notice") detailing any failure of subtracting the Barrels Xxxxx Group to meet any of its obligations under Section 2(a) of this Agreement. The Deficiency Notice shall (i) specify in reasonable detail the nature of any deficiency and (ii) specify the approximate dollar amount that the Partnership Group believes would have been paid by the Xxxxx Group to the Partnership Group if the Xxxxx Group had complied with Section 2(a) of this Agreement (the "Deficiency Payment"). The Xxxxx Group shall pay the Deficiency Payment to the Partnership Group upon the later of: (1) 10 days after its receipt of the Deficiency Notice and (2) 30 days following the end of the related Contract Quarter. (b) If the Xxxxx Group disagrees with the Deficiency Notice, then following the payment of the Deficiency Payment to the Partnership Group, the chief financial officers of Xxxxx (on behalf of the Xxxxx Group) and Xxxxx GP (on behalf of the Partnership Group) shall meet or communicate by telephone at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary and shall negotiate in good faith to attempt to resolve any differences that they may have with respect to matters specified in the Deficiency Notice. During the 30-day period following the payment of the Deficiency Payment, the Xxxxx Group shall have access to the working papers of the Partnership Group relating to the Deficiency Notice. If such differences are not resolved within 30 days following the payment of the Deficiency Payment, the Xxxxx Group and the Partnership Group shall, within 45 days following the payment of the Deficiency Payment, submit any and all matters which Shipper has Tendered for a remain in dispute and which were properly included in the Deficiency Notice to arbitration in accordance with Section 10(f). (c) If it is finally determined pursuant to this Section 9 that the Xxxxx Group is not required to make any or all of the Deficiency Payment (the "Refund"), the Partnership Group shall promptly pay to the Xxxxx Group the Refund, together with interest thereon at the Prime Rate, in immediately available funds. (d) Deficiency Payments will be credited against any payments owed by the Xxxxx Group in the following four Contract Month from Shipper’s Volume Commitment for such Contract Month) remaining after crediting volumes Quarters in excess of the Volume Commitment Minimum Revenue Commitments established by this Agreement for such quarter against such Volume Deficiencies. For avoidance Calendar Quarters; provided, however, that the Xxxxx Group will not receive credit for any Deficiency Payment in any of doubt, Volume Deficiencies occurring during any the following four Contract Month during a calendar quarter may be made up utilizing volume credits arising during any other Contract Month Quarters until it has met the Minimum Revenue Commitment in the same calendar quarter. There shall be no carryover volume credits or makeup of Volume Deficiencies between or among different calendar quarters except as follows: (i) if a Volume Deficiency occurs as a result of an event of Force Majeure, then Shipper’s Volume Deficiency shall be reduced to the extent that Shipper’s deliveries are directly affected by such event of Force Majeure. In addition, In the event Carrier’s obligations or services are directly affected by an event of Force Majeure, such obligations or services of Carrier shall be relieved for the duration of such Force Majeure event. If there are any such reductions of the Volume Deficiency due to Force Majeure, the First Period shall be extended by the number of days required to achieve the cash revenue equal to or greater than the deficiency payment otherwise required by this provision, “Force Majeure” means an event beyond the reasonable control of the party affected which unexpectedly impedes such party’s performance hereunder, which shall include without limitation an act of God, fire, flood, war, military action or act of public enemy, national emergency, blackout or other failure of utilities, general failure of the banking or postal system, vandalism or other criminal acts, acts of terrorism, quarantine, the authority of law, strikes, riots, civil disorder, or action, requisition or necessity of a government entitysucceeding Contract Quarter. (ii) If a Volume Deficiency occurs as a result of planned outages under the Refinery Operating Plan , then Shipper’s Volume Deficiency shall be reduced to the extent that Shipper’s deliveries are directly affected by such planned outages under the Refinery Operating Plan up to a maximum reduction in the Volume Commitment of 10,000 barrels per day on an average basis over any calendar year of the First Period, (In other words, the Volume Commitment shall in no event be reduced below 70,000 barrels per day for any calendar year as a result of planned outages under the Refinery Operating Plan.) If there are any such reductions of the Volume Deficiency due to planned outages under the Refinery Operating Plan, the First Period shall be extended by the number of days required to achieve the cash revenue equal to of greater than the deficiency payment otherwise required by this provision.

Deficiency Payments. Beginning on the Commencement Date and continuing thereafter during the First Period of the Term of this Agreement, Shipper’s Volume Commitment (in barrelsa) for a month or part of a month (“Contract Month”) shall be determined by multiplying the daily Volume Commitment by the number of days in such Contract Month. Shipper agrees to pay Carrier the Tariff Rate (upon invoice at As soon as practicable following the end of each calendar quarter) for any Volume Deficiency Month, Logistics shall deliver to DKTS a written notice (the positive difference “Deficiency Notice”) detailing any failure of subtracting the Barrels which Shipper has Tendered for a Contract Month from Shipper’s Volume Commitment for such Contract Month) remaining after crediting volumes in excess DKTS to meet any of the Volume Commitment for such quarter against such Volume Deficienciesits payment obligations under this Agreement. For avoidance of doubt, Volume Deficiencies occurring during any Contract Month during a calendar quarter may be made up utilizing volume credits arising during any other Contract Month in the same calendar quarter. There The Deficiency Notice shall be no carryover volume credits or makeup of Volume Deficiencies between or among different calendar quarters except as follows: (i) specify in reasonable detail the nature of any payment deficiency and (ii) specify the approximate dollar amount that Logistics believes would have been paid by DKTS to Logistics if a Volume DKTS had complied with its payment obligations under this Agreement (the “Deficiency occurs as a result of an event of Force Majeure, then Shipper’s Volume Payment”). DKTS shall pay the Deficiency shall be reduced Payment to the extent that Shipper’s deliveries are directly affected by such event of Force Majeure. In addition, In the event Carrier’s obligations or services are directly affected by an event of Force Majeure, such obligations or services of Carrier shall be relieved for the duration of such Force Majeure event. If there are any such reductions Logistics 10 days after its receipt of the Volume Deficiency due to Force Majeure, the First Period shall be extended by the number of days required to achieve the cash revenue equal to or greater than the deficiency payment otherwise required by this provision, “Force Majeure” means an event beyond the reasonable control of the party affected which unexpectedly impedes such party’s performance hereunder, which shall include without limitation an act of God, fire, flood, war, military action or act of public enemy, national emergency, blackout or other failure of utilities, general failure of the banking or postal system, vandalism or other criminal acts, acts of terrorism, quarantine, the authority of law, strikes, riots, civil disorder, or action, requisition or necessity of a government entityNotice. (iib) If DKTS disagrees with the Deficiency Notice, then, promptly following the payment of any undisputed portion of the Deficiency Payment to Logistics, a Volume Deficiency occurs senior officer of DKTS and a senior officer of Logistics shall meet or communicate by telephone at a mutually acceptable time and place, and thereafter as a result of planned outages under the Refinery Operating Plan often as they reasonably deem necessary, then Shipper’s Volume Deficiency and shall be reduced negotiate in good faith to the extent attempt to resolve any differences that Shipper’s deliveries are directly affected by such planned outages under the Refinery Operating Plan up they may have with respect to a maximum reduction matters specified in the Volume Commitment Deficiency Notice. If such differences are not resolved within 30 days following the payment of 10,000 barrels per any Deficiency Payment, DKTS and Logistics shall, within 45 days following the payment of such Deficiency Payment, submit any and all matters which remain in dispute and which were properly included in the Deficiency Notice to arbitration in accordance with Section 17(l). During the 60-day on an average basis over any calendar year period following the receipt of the First PeriodDeficiency Notice, DKTS shall have the right, in accordance with Section 17(n), to inspect and audit the working papers of Logistics relating to such Deficiency Payment. (In other words, the Volume Commitment shall in no event be reduced below 70,000 barrels per day for any calendar year as a result of planned outages under the Refinery Operating Plan.c) If there are it is determined by arbitration in accordance with Section 17(l) that DKTS was required to make any such reductions or all of the Volume disputed portion of the Deficiency due Payment, DKTS shall promptly pay to planned outages under Logistics such amount, together with interest thereon from the Refinery Operating Plandate provided in the last sentence of Section 8(a) at the Prime Rate, the First Period shall be extended by the number of days required to achieve the cash revenue equal to of greater than the deficiency payment otherwise required by this provisionin immediately available funds.

Deficiency Payments. Beginning on the Commencement Date and continuing thereafter during the First Period of the Term of this Agreement, Shipper’s Volume Commitment (in barrelsa) for a month or part of a month (“Contract Month”) shall be determined by multiplying the daily Volume Commitment by the number of days in such Contract Month. Shipper agrees to pay Carrier the Tariff Rate (upon invoice at As soon as practicable following the end of each calendar quarter) for any Volume Deficiency month under this Agreement, the Partnership shall deliver to the Company a written notice (the positive difference of subtracting the Barrels which Shipper has Tendered for a Contract Month from Shipper’s Volume Commitment for such Contract Month“Deficiency Notice”) remaining after crediting volumes in excess detailing any failure of the Volume Commitment for such quarter against such Volume DeficienciesCompany to meet its obligations under Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 6.3 or Article 8 of this Agreement. For avoidance of doubt, Volume Deficiencies occurring during any Contract Month during a calendar quarter may be made up utilizing volume credits arising during any other Contract Month in the same calendar quarter. There The Deficiency Notice shall be no carryover volume credits or makeup of Volume Deficiencies between or among different calendar quarters except as follows: (i) if a Volume Deficiency occurs as a result specify in reasonable detail the nature of an event of Force Majeure, then Shipper’s Volume Deficiency shall be reduced any deficiency and (ii) specify the approximate dollar amount that the Partnership believes would have been paid to the extent that Shipper’s deliveries are directly affected by such event Partnership if the Company had complied with its obligations under Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 6.3 and Article 8 of Force Majeurethis Agreement (the “Deficiency Payment”). In addition, In The Company shall pay the event Carrier’s obligations or services are directly affected by an event Deficiency Payment to the Partnership upon the later of Force Majeure, such obligations or services of Carrier shall be relieved for the duration of such Force Majeure event. If there are any such reductions (A) ten (10) days after its receipt of the Volume Deficiency due to Force Majeure, Notice and (B) thirty (30) days following the First Period shall be extended by the number of days required to achieve the cash revenue equal to or greater than the deficiency payment otherwise required by this provision, “Force Majeure” means an event beyond the reasonable control end of the party affected calendar month during which unexpectedly impedes such party’s performance hereunder, which shall include without limitation an act of God, fire, flood, war, military action or act of public enemy, national emergency, blackout or other failure of utilities, general failure of the banking or postal system, vandalism or other criminal acts, acts of terrorism, quarantine, the authority of law, strikes, riots, civil disorder, or action, requisition or necessity of a government entityDeficiency Notice was delivered. (iib) If a Volume the Company disagrees with the Deficiency occurs as a result Notice, then, following the payment of planned outages under the Refinery Operating Plan , then Shipper’s Volume undisputed portion of the Deficiency shall be reduced Payment to the extent Partnership, a senior officer of the Company and a senior officer of the Partnership shall meet or communicate by telephone at a mutually acceptable time, and thereafter as often as they reasonably deem necessary and shall negotiate in good faith to attempt to resolve any differences that Shipper’s deliveries are directly affected by such planned outages under the Refinery Operating Plan up they may have with respect to a maximum reduction matters specified in the Volume Commitment Deficiency Notice. If such differences are not resolved within thirty (30) days following the payment of 10,000 barrels per any Deficiency Payment, the Company and the Partnership shall, within forty-five (45) days following the payment of such Deficiency Payment, submit any and all matters which remain in dispute and which were properly included in the Deficiency Notice to arbitration in accordance with Article 26. During the 60-day on an average basis over period following the receipt of any calendar year Deficiency Notice, the Company shall have the right to inspect and audit the working papers of the First Period, Partnership relating to such Deficiency Payment. (In other wordsc) If it is determined by arbitration in accordance with Article 26 that any or all of the disputed portion of the Deficiency Payment was required to be paid, the Volume Commitment Company shall promptly pay to the Partnership such amount, together with interest thereon from the date provided in no event be reduced below 70,000 barrels per day for any calendar year as a result the last sentence of planned outages under Section 4.6(a) at the Refinery Operating PlanPrime Rate, in immediately available funds.) If there are any such reductions of the Volume Deficiency due to planned outages under the Refinery Operating Plan, the First Period shall be extended by the number of days required to achieve the cash revenue equal to of greater than the deficiency payment otherwise required by this provision.

Deficiency Payments. Beginning on the Commencement Date and continuing thereafter during the First Period of the Term of this Agreement, Shipper’s Volume Commitment (in barrelsa) for a month or part of a month (“Contract Month”) shall be determined by multiplying the daily Volume Commitment by the number of days in such Contract Month. Shipper agrees to pay Carrier the Tariff Rate (upon invoice at As soon as practicable following the end of each calendar quarter) for any Volume Deficiency Contract Quarter under this Agreement, HEP Operating shall deliver to Navajo Refining a written notice (the positive difference “Deficiency Notice”) detailing any failure of subtracting Navajo Refining to meet its obligations under Section 2(a)(i); provided, however, that Navajo Refining’s obligations pursuant to the Barrels which Shipper has Tendered Minimum Pipeline Revenue Commitment (including Qualified Third-Party Throughput) shall be assessed on a quarterly basis for a Contract Month from Shipper’s Volume Commitment for such Contract Monththe purposes of this Section 9. The Deficiency Notice shall (i) remaining specify in reasonable detail the nature of any deficiency and (ii) specify the approximate dollar amount that HEP Operating believes would have been paid by Navajo Refining to HEP Operating if Navajo Refining had complied with its obligations pursuant to Section 2(a)(i) (the “Deficiency Payment”). Navajo Refining shall pay the Deficiency Payment to HEP Operating upon the later of: (A) ten (10) days after crediting volumes in excess their receipt of the Volume Deficiency Notice and (B) thirty (30) days following the end of the related Contract Quarter. (b) If Navajo Refining disagrees with the Deficiency Notice, then, following the payment of the undisputed portion of the Deficiency Payment to HEP Operating, if any, Navajo Refining shall send written notice thereof regarding the disputed portion of the Deficiency Payment to HEP Operating and a senior officer of Xxxxx (on behalf of Navajo Refining) and a senior officer of the Partnership (on behalf of HEP Operating) shall meet or communicate by telephone at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary and shall negotiate in good faith to attempt to resolve any differences that they may have with respect to matters specified in the Deficiency Notice. During the 30-day period following the payment of the Deficiency Payment, Navajo Refining shall have access to the working papers of HEP Operating relating to the Deficiency Notice. If such differences are not resolved within thirty (30) days following Navajo Refining’s receipt of the Deficiency Notice, Navajo Refining and HEP Operating shall, within forty-five (45) days following Navajo Refining’s receipt of the Deficiency Notice, submit any and all matters which remain in dispute and which were properly included in the Deficiency Notice to arbitration in accordance with Section 12(e). (c) If it is finally determined pursuant to this Section 9 that Navajo Refining is required to pay any or all of the disputed portion of the Deficiency Payment, Navajo Refining shall promptly pay such amount to HEP Operating, together with interest thereon at the Prime Rate, in immediately available funds. (d) The fact that Navajo Refining has exceeded or fallen short of the Minimum Pipeline Revenue Commitment for such quarter against such Volume Deficiencies. For avoidance of doubt, Volume Deficiencies occurring during (after taking into account Qualified Third-Party Throughput) with respect to any Contract Month during a calendar quarter may Quarter shall not be made up utilizing volume credits arising during considered in determining whether Navajo Refining meets, exceeds or falls short of the Minimum Pipeline Revenue Commitment (after taking into account Qualified Third-Party Throughput) with respect to any other Contract Month in Quarter, and the same calendar quarter. There shall be no carryover volume credits or makeup amount of Volume Deficiencies between or among different calendar quarters except as follows: (i) if a Volume Deficiency occurs as a result of an event of Force Majeure, then Shipper’s Volume Deficiency shall be reduced to the extent that Shipper’s deliveries are directly affected by such event of Force Majeure. In addition, In the event Carrier’s obligations or services are directly affected by an event of Force Majeure, such obligations or services of Carrier shall be relieved for the duration of such Force Majeure event. If there are any such reductions of excess or shortfall shall not be counted towards or against the Volume Deficiency due Minimum Pipeline Revenue Commitment with respect to Force Majeure, the First Period shall be extended by the number of days required to achieve the cash revenue equal to or greater than the deficiency payment otherwise required by this provision, “Force Majeure” means an event beyond the reasonable control of the party affected which unexpectedly impedes such party’s performance hereunder, which shall include without limitation an act of God, fire, flood, war, military action or act of public enemy, national emergency, blackout or any other failure of utilities, general failure of the banking or postal system, vandalism or other criminal acts, acts of terrorism, quarantine, the authority of law, strikes, riots, civil disorder, or action, requisition or necessity of a government entityContract Quarter. (ii) If a Volume Deficiency occurs as a result of planned outages under the Refinery Operating Plan , then Shipper’s Volume Deficiency shall be reduced to the extent that Shipper’s deliveries are directly affected by such planned outages under the Refinery Operating Plan up to a maximum reduction in the Volume Commitment of 10,000 barrels per day on an average basis over any calendar year of the First Period, (In other words, the Volume Commitment shall in no event be reduced below 70,000 barrels per day for any calendar year as a result of planned outages under the Refinery Operating Plan.) If there are any such reductions of the Volume Deficiency due to planned outages under the Refinery Operating Plan, the First Period shall be extended by the number of days required to achieve the cash revenue equal to of greater than the deficiency payment otherwise required by this provision.

Deficiency Payments. Beginning on the Commencement Date and continuing thereafter during the First Period of the Term of this Agreement, Shipper’s Volume Commitment 21 - (in barrelsa) for a month or part of a month (“Contract Month”) shall be determined by multiplying the daily Volume Commitment by the number of days in such Contract Month. Shipper agrees to pay Carrier the Tariff Rate (upon invoice at As soon as practicable following the end of each calendar quarter) for any Volume Deficiency month under this Agreement, Logistics shall deliver to Lion a written notice (the positive difference “Deficiency Notice”) detailing any failure of subtracting the Barrels which Shipper has Tendered for a Contract Month from Shipper’s Volume Commitment for such Contract Month) remaining after crediting volumes in excess Lion to meet any of the Volume Commitment for such quarter against such Volume Deficienciesits payment obligations under this Agreement. For avoidance of doubt, Volume Deficiencies occurring during any Contract Month during a calendar quarter may be made up utilizing volume credits arising during any other Contract Month in the same calendar quarter. There The Deficiency Notice shall be no carryover volume credits or makeup of Volume Deficiencies between or among different calendar quarters except as follows: (i) specify in reasonable detail the nature of any payment deficiency and (ii) specify the approximate dollar amount that Logistics believes would have been paid by Lion to Logistics if a Volume Lion had complied with its payment obligations under this Agreement (the “Deficiency occurs as a result of an event of Force Majeure, then Shipper’s Volume Payment”). Lion shall pay the Deficiency shall be reduced Payment to the extent that Shipper’s deliveries are directly affected by such event of Force Majeure. In addition, In the event Carrier’s obligations or services are directly affected by an event of Force Majeure, such obligations or services of Carrier shall be relieved for the duration of such Force Majeure event. If there are any such reductions Logistics 10 days after its receipt of the Volume Deficiency due to Force Majeure, the First Period shall be extended by the number of days required to achieve the cash revenue equal to or greater than the deficiency payment otherwise required by this provision, “Force Majeure” means an event beyond the reasonable control of the party affected which unexpectedly impedes such party’s performance hereunder, which shall include without limitation an act of God, fire, flood, war, military action or act of public enemy, national emergency, blackout or other failure of utilities, general failure of the banking or postal system, vandalism or other criminal acts, acts of terrorism, quarantine, the authority of law, strikes, riots, civil disorder, or action, requisition or necessity of a government entityNotice. (iib) If Lion disagrees with the Deficiency Notice, then, promptly following the payment of any undisputed portion of the Deficiency Payment to Logistics, a Volume Deficiency occurs senior officer of Lion and a senior officer of Logistics shall meet or communicate by telephone at a mutually acceptable time and place, and thereafter as a result of planned outages under the Refinery Operating Plan often as they reasonably deem necessary, then Shipper’s Volume Deficiency and shall be reduced negotiate in good faith to the extent attempt to resolve any differences that Shipper’s deliveries are directly affected by such planned outages under the Refinery Operating Plan up they may have with respect to a maximum reduction matters specified in the Volume Commitment Deficiency Notice. If such differences are not resolved within 30 days following the payment of 10,000 barrels per any Deficiency Payment, Lion and Logistics shall, within 45 days following the payment of such Deficiency Payment, submit any and all matters which remain in dispute and which were properly included in the Deficiency Notice to arbitration in accordance with Section 21(m). During the 60-day on an average basis over any calendar year period following the receipt of the First PeriodDeficiency Notice, Lion shall have the right, in accordance with Section 21(o), to inspect and audit the working papers of Logistics relating to such Deficiency Payment. (In other words, the Volume Commitment shall in no event be reduced below 70,000 barrels per day for any calendar year as a result of planned outages under the Refinery Operating Plan.c) If there are it is determined by arbitration in accordance with Section 21(m) that Lion was required to make any such reductions or all of the Volume disputed portion of the Deficiency due Payment, Lion shall promptly pay to planned outages under Logistics such amount, together with interest thereon from the Refinery Operating Plandate provided in the last sentence of Section 9(a) at the Prime Rate, the First Period shall be extended by the number of days required to achieve the cash revenue equal to of greater than the deficiency payment otherwise required by this provisionin immediately available funds.

Deficiency Payments. Beginning on the Commencement Date and continuing thereafter during the First Period of the Term of this Agreement, Shipper’s Volume Commitment (in barrels) for a month or part of a month (“Contract Month”) shall be determined by multiplying the daily Volume Commitment by the number of days in such Contract Month. Shipper agrees to pay Carrier the Tariff Rate (upon invoice at 9.1 As soon as practicable following the end of each calendar quarter) for any Volume Deficiency Contract Year under this Agreement SPMT shall deliver to PES a written notice (the positive difference “Deficiency Notice”) detailing any failure of subtracting PES to meet the Barrels which Shipper has Tendered for a Contract Month from Shipper’s Minimum Volume Commitment for such that Contract MonthYear. The Deficiency Notice shall (1) remaining after crediting volumes specify in excess reasonable detail the nature of any deficiency (including identifying which provision of the Agreement has not been satisfied) and (2) specify the approximate dollar amount that SPMT believes would have been paid by PES to SPMT if PES had throughput the Minimum Volume Commitment for such quarter against such Volume Deficiencies(the “Deficiency Payment”). PES shall pay the Deficiency Payment to SPMT within 10 days of its receipt of the Deficiency Notice. For avoidance of doubt, the Parties acknowledge and agree that any failure of PES to throughput the Minimum Volume Deficiencies occurring during any Contract Month during a calendar quarter may be made up utilizing volume credits arising during any other Contract Month in the same calendar quarter. There shall be no carryover volume credits or makeup of Volume Deficiencies between or among different calendar quarters except as follows: (i) if a Volume Deficiency occurs as a result of Commitment set forth herein, directly resulting from an event of Force MajeureMajeure declared by PES or SPMT or a breach of this Agreement by SPMT, shall not constitute a failure of PES to meet its obligations hereunder nor shall the same be included in the Deficiency Notice or Deficiency Payment. 9.2 If PES disagrees with the Deficiency Notice, then Shipper’s Volume following the payment of the Deficiency Payment to SPMT, appropriate, authorized representatives of PES and SPMT shall be reduced meet or communicate by telephone at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary and shall negotiate in good faith to attempt to resolve any difference that they may have with respect to matters specified in the Deficiency Notice. During the 30-day period following the payment of the Deficiency Payment, PES shall have access to the working papers of SPMT relating to the Deficiency Notice. If it is finally determined pursuant to this Section 9 that PES is not required to make any or all of the Deficiency Payment (the “Refund”), SPMT shall promptly pay to PES the Refund in immediately available funds including interest accrued at the Interest Rate. ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 9.3 To the extent that Shipper’s deliveries are directly affected by such event of Force Majeure. In addition, In the event Carrier’s obligations or services are directly affected by an event of Force Majeure, such obligations or services of Carrier shall be relieved for the duration of such Force Majeure event. If there are any such reductions of the Volume (i) a Deficiency due Payment is made with respect to Force Majeure, the First Period shall be extended by the number of days required to achieve the cash revenue equal to or greater than the deficiency payment otherwise required by this provision, “Force Majeure” means an event beyond the reasonable control of the party affected which unexpectedly impedes such party’s performance hereunder, which shall include without limitation an act of God, fire, flood, war, military action or act of public enemy, national emergency, blackout or other failure of utilities, general failure of the banking or postal system, vandalism or other criminal acts, acts of terrorism, quarantine, the authority of law, strikes, riots, civil disorder, or action, requisition or necessity of a government entity. Contract Year and (ii) If a there is throughput in excess of the Minimum Volume Deficiency occurs as a result of planned outages under Commitment in the Refinery Operating Plan immediately following Contract Year (“Excess Throughput”), then Shipper’s Volume Deficiency shall be reduced PES will receive a credit for such Excess Throughput in an amount up to the extent that Shipper’s deliveries are directly affected by such planned outages under the Refinery Operating Plan up to a maximum reduction in the Volume Commitment of 10,000 barrels per day on an average basis over any calendar year amount of the First Period, (In other words, Deficiency Payment relating to the Volume Commitment shall in no event be reduced below 70,000 barrels per day for any calendar year as a result of planned outages under the Refinery Operating Planimmediately prior Contract Year.) If there are any such reductions of the Volume Deficiency due to planned outages under the Refinery Operating Plan, the First Period shall be extended by the number of days required to achieve the cash revenue equal to of greater than the deficiency payment otherwise required by this provision.

Deficiency Payments. Beginning on the Commencement Date and continuing thereafter during the First Period of the Term of this Agreement, Shipper’s Volume Commitment (in barrelsa) for a month or part of a month (“Contract Month”) shall be determined by multiplying the daily Volume Commitment by the number of days in such Contract Month. Shipper agrees to pay Carrier the Tariff Rate (upon invoice at As soon as practicable following the end of each calendar quarter) for any Volume Deficiency Month, Logistics shall deliver to XXXX a written notice (the positive difference “Deficiency Notice”) detailing any failure of subtracting the Barrels which Shipper has Tendered for a Contract Month from Shipper’s Volume Commitment for such Contract Month) remaining after crediting volumes in excess XXXX to meet any of the Volume Commitment for such quarter against such Volume Deficienciesits payment obligations under this Agreement. For avoidance of doubt, Volume Deficiencies occurring during any Contract Month during a calendar quarter may be made up utilizing volume credits arising during any other Contract Month in the same calendar quarter. There The Deficiency Notice shall be no carryover volume credits or makeup of Volume Deficiencies between or among different calendar quarters except as follows: (i) specify in reasonable detail the nature of any payment deficiency and (ii) specify the approximate dollar amount that Logistics believes would have been paid by XXXX to Logistics if a Volume XXXX had complied with its payment obligations under this Agreement (the “Deficiency occurs as a result of an event of Force Majeure, then Shipper’s Volume Payment”). XXXX shall pay the Deficiency shall be reduced Payment to the extent that Shipper’s deliveries are directly affected by such event of Force Majeure. In addition, In the event Carrier’s obligations or services are directly affected by an event of Force Majeure, such obligations or services of Carrier shall be relieved for the duration of such Force Majeure event. If there are any such reductions Logistics 10 days after its receipt of the Volume Deficiency due to Force Majeure, the First Period shall be extended by the number of days required to achieve the cash revenue equal to or greater than the deficiency payment otherwise required by this provision, “Force Majeure” means an event beyond the reasonable control of the party affected which unexpectedly impedes such party’s performance hereunder, which shall include without limitation an act of God, fire, flood, war, military action or act of public enemy, national emergency, blackout or other failure of utilities, general failure of the banking or postal system, vandalism or other criminal acts, acts of terrorism, quarantine, the authority of law, strikes, riots, civil disorder, or action, requisition or necessity of a government entityNotice. (iib) If XXXX disagrees with the Deficiency Notice, then, promptly following the payment of any undisputed portion of the Deficiency Payment to Logistics, a Volume Deficiency occurs senior officer of XXXX and a senior officer of Logistics shall meet or communicate by telephone at a mutually acceptable time and place, and thereafter as a result of planned outages under the Refinery Operating Plan often as they reasonably deem necessary, then Shipper’s Volume Deficiency and shall be reduced negotiate in good faith to the extent attempt to resolve any differences that Shipper’s deliveries are directly affected by such planned outages under the Refinery Operating Plan up they may have with respect to a maximum reduction matters specified in the Volume Commitment Deficiency Notice. If such differences are not resolved within 30 days following the payment of 10,000 barrels per any Deficiency Payment, XXXX and Logistics shall, within 45 days following the payment of such Deficiency Payment, submit any and all matters which remain in dispute and which were properly included in the Deficiency Notice to arbitration in accordance with Section 17(l). During the 60-day on an average basis over any calendar year period following the receipt of the First PeriodDeficiency Notice, XXXX shall have the right, in accordance with Section 17(n), to inspect and audit the working papers of Logistics relating to such Deficiency Payment. (In other words, the Volume Commitment shall in no event be reduced below 70,000 barrels per day for any calendar year as a result of planned outages under the Refinery Operating Plan.c) If there are it is determined by arbitration in accordance with Section 17(l) that XXXX was required to make any such reductions or all of the Volume disputed portion of the Deficiency due Payment, XXXX shall promptly pay to planned outages under Logistics such amount, together with interest thereon from the Refinery Operating Plandate provided in the last sentence of Section 8(a) at the Prime Rate, the First Period shall be extended by the number of days required to achieve the cash revenue equal to of greater than the deficiency payment otherwise required by this provisionin immediately available funds.

Deficiency Payments. Beginning on the Commencement Date and continuing thereafter during the First Period of the Term of this Agreement, Shipper’s Volume Commitment (in barrelsa) for a month or part of a month (“Contract Month”) shall be determined by multiplying the daily Volume Commitment by the number of days in such Contract Month. Shipper agrees to pay Carrier the Tariff Rate (upon invoice at As soon as practicable following the end of each calendar quarter) for any Volume Deficiency Contract Quarter under this Agreement, HEP Tulsa shall deliver to Xxxxx Tulsa a written notice (the positive difference “Deficiency Notice”) detailing any failure of subtracting Xxxxx Tulsa to meet their obligations under Section 2(a)(i), Section 2(b)(i), and Section 2(c)(i); provided, however, that Xxxxx Tulsa’s obligations pursuant to the Barrels which Shipper has Tendered Minimum Pipeline Revenue Commitment, Minimum Tankage Revenue Commitment, and the Minimum Loading Racks Revenue Commitment shall, in each case, be assessed on a quarterly basis for a the purposes of this Section 9. Notwithstanding the previous sentence, any deficiency owed by Xxxxx Tulsa due to its failure to satisfy the Minimum Pipeline Revenue Commitment, Minimum Tankage Revenue Commitment, or the Minimum Loading Racks Revenue Commitment in any Contract Month from Shipper’s Volume Quarter shall be offset by any revenue owed to HEP Tulsa in excess of the Minimum Pipeline Revenue Commitment, Minimum Tankage Revenue Commitment, or the Minimum Loading Racks Revenue Commitment for such Contract MonthQuarter. The Deficiency Notice shall (i) remaining specify in reasonable detail the nature of any deficiency and (ii) specify the approximate dollar amount that HEP Tulsa believes would have been paid by Xxxxx Tulsa to HEP Tulsa if Xxxxx Tulsa had complied with its obligations pursuant to Section 2(a)(i), Section 2(b)(i), and Section 2(c)(i), as applicable (the “Deficiency Payment”). Xxxxx Tulsa shall pay the Deficiency Payment to HEP Tulsa upon the later of: (A) ten (10) days after crediting volumes in excess their receipt of the Volume Commitment for such quarter against such Volume Deficiencies. For avoidance Deficiency Notice and (B) thirty (30) days following the end of doubtthe related Contract Quarter. (b) If Xxxxx Tulsa disagrees with the Deficiency Notice, Volume Deficiencies occurring during then, following the payment of the undisputed portion of the Deficiency Payment to HEP Tulsa, if any, Xxxxx Tulsa shall send written notice thereof regarding the disputed portion of the Deficiency Payment to HEP Tulsa and a senior officer of Xxxxx (on behalf of Xxxxx Tulsa) and a senior officer of the Partnership (on behalf of HEP Tulsa) shall meet or communicate by telephone at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary and shall negotiate in good faith to attempt to resolve any Contract Month during a calendar quarter differences that they may be made up utilizing volume credits arising during any other Contract Month have with respect to matters specified in the same calendar quarterDeficiency Notice. There During the 30-day period following the payment of the Deficiency Payment, Xxxxx Tulsa shall have access to the working papers of HEP Tulsa relating to the Deficiency Notice. If such differences are not resolved within thirty (30) days following Xxxxx Tulsa’s receipt of the Deficiency Notice, Xxxxx Tulsa and HEP Tulsa shall, within forty-five (45) days following Xxxxx Tulsa’s receipt of the Deficiency Notice, submit any and all matters which remain in dispute and which were properly included in the Deficiency Notice to arbitration in accordance with Section 13(e). (c) If it is finally determined pursuant to this Section 9 that Xxxxx Tulsa is required to pay any or all of the disputed portion of the Deficiency Payment, Xxxxx Tulsa shall promptly pay such amount to HEP Tulsa, together with interest thereon at the Prime Rate, in immediately available funds. (d) The Parties acknowledge and agree that there shall be no carryover volume credits or makeup carry-over of Volume Deficiencies between or among different calendar quarters except as follows: (i) if a Volume Deficiency occurs as a result of an event of Force Majeure, then Shipper’s Volume Deficiency shall be reduced deficiency volumes with respect to the extent that Shipper’s deliveries are directly affected by such event of Force Majeure. In addition, In the event Carrier’s obligations or services are directly affected by an event of Force Majeure, such obligations or services of Carrier shall be relieved for the duration of such Force Majeure event. If there are any such reductions of the Volume Deficiency due to Force MajeureMinimum Pipeline Revenue Commitment, the First Period shall be extended by the number of days required to achieve the cash revenue equal to or greater than the deficiency payment otherwise required by this provision, “Force Majeure” means an event beyond the reasonable control of the party affected which unexpectedly impedes such party’s performance hereunder, which shall include without limitation an act of God, fire, flood, war, military action or act of public enemy, national emergency, blackout or other failure of utilities, general failure of the banking or postal system, vandalism or other criminal acts, acts of terrorism, quarantine, the authority of law, strikes, riots, civil disorderMinimum Tankage Revenue Commitment, or action, requisition or necessity of a government entityMinimum Loading Racks Revenue Commitment. (iie) If a Volume Deficiency occurs as a result of planned outages under The Parties acknowledge and agree that the Refinery Operating Plan , then Shipper’s Volume Deficiency shall be reduced to the extent that Shipper’s deliveries are directly affected by such planned outages under the Refinery Operating Plan up to a maximum reduction in the Volume Commitment of 10,000 barrels per day on an average basis over any calendar year of the First Period, (In other wordsMinimum Pipeline Revenue Commitment, the Volume Minimum Tankage Revenue Commitment, or Minimum Loading Racks Revenue Commitment shall in no event not be reduced below 70,000 barrels per day aggregated for purposes of determining any calendar year as a result of planned outages under the Refinery Operating Plandeficiency pursuant to this Section 9.) If there are any such reductions of the Volume Deficiency due to planned outages under the Refinery Operating Plan, the First Period shall be extended by the number of days required to achieve the cash revenue equal to of greater than the deficiency payment otherwise required by this provision.

Deficiency Payments. Beginning on the Commencement Date and continuing thereafter during the First Period of the Term of this Agreement, Shipper’s Volume Commitment (in barrelsa) for a month or part of a month (“Contract Month”) shall be determined by multiplying the daily Volume Commitment by the number of days in such Contract Month. Shipper agrees to pay Carrier the Tariff Rate (upon invoice at As soon as practicable following the end of each calendar quarter) for any Volume Deficiency month under this Agreement, Logistics shall deliver to DKTS a written notice (the positive difference “Deficiency Notice”) detailing any failure of subtracting the Barrels which Shipper has Tendered for a Contract Month from Shipper’s Volume Commitment for such Contract Month) remaining after crediting volumes in excess DKTS to meet any of the Volume Commitment for such quarter against such Volume Deficienciesits payment obligations under this Agreement. For avoidance of doubt, Volume Deficiencies occurring during any Contract Month during a calendar quarter may be made up utilizing volume credits arising during any other Contract Month in the same calendar quarter. There The Deficiency Notice shall be no carryover volume credits or makeup of Volume Deficiencies between or among different calendar quarters except as follows: (i) specify in reasonable detail the nature of any payment deficiency and (ii) specify the approximate dollar amount that Logistics believes would have been paid by DKTS to Logistics if a Volume DKTS had complied with its payment obligations under this Agreement (the “Deficiency occurs as a result of an event of Force Majeure, then Shipper’s Volume Payment”). DKTS shall pay the Deficiency shall be reduced Payment to the extent that Shipper’s deliveries are directly affected by such event of Force Majeure. In addition, In the event Carrier’s obligations or services are directly affected by an event of Force Majeure, such obligations or services of Carrier shall be relieved for the duration of such Force Majeure event. If there are any such reductions Logistics 10 days after its receipt of the Volume Deficiency due to Force Majeure, the First Period shall be extended by the number of days required to achieve the cash revenue equal to or greater than the deficiency payment otherwise required by this provision, “Force Majeure” means an event beyond the reasonable control of the party affected which unexpectedly impedes such party’s performance hereunder, which shall include without limitation an act of God, fire, flood, war, military action or act of public enemy, national emergency, blackout or other failure of utilities, general failure of the banking or postal system, vandalism or other criminal acts, acts of terrorism, quarantine, the authority of law, strikes, riots, civil disorder, or action, requisition or necessity of a government entityNotice. (iib) If DKTS disagrees with the Deficiency Notice, then, promptly following the payment of any undisputed portion of the Deficiency Payment to Logistics, a Volume Deficiency occurs senior officer of DKTS and a senior officer of Logistics shall meet or communicate by telephone at a mutually acceptable time and place, and thereafter as a result of planned outages under the Refinery Operating Plan often as they reasonably deem necessary, then Shipper’s Volume Deficiency and shall be reduced negotiate in good faith to the extent attempt to resolve any differences that Shipper’s deliveries are directly affected by such planned outages under the Refinery Operating Plan up they may have with respect to a maximum reduction matters specified in the Volume Commitment Deficiency Notice. If such differences are not resolved within 30 days following the payment of 10,000 barrels per any Deficiency Payment, DKTS and Logistics shall, within 45 days following the payment of such Deficiency Payment, submit any and all matters which remain in dispute and which were properly included in the Deficiency Notice to arbitration in accordance with Section 13. During the 60-day on an average basis over any calendar year period following the receipt of the First PeriodDeficiency Notice, DKTS shall have the right, in accordance with Section 13(k), to inspect and audit the working papers of Logistics relating to such Deficiency Payment. (In other words, the Volume Commitment shall in no event be reduced below 70,000 barrels per day for any calendar year as a result of planned outages under the Refinery Operating Plan.c) If there are it is determined by arbitration in accordance with Section 13 that DKTS was required to make any such reductions or all of the Volume disputed portion of the Deficiency due Payment, DKTS shall promptly pay to planned outages under Logistics such amount, together with interest thereon from the Refinery Operating Plandate provided in the last sentence of Section 7(a) at the Prime Rate, the First Period shall be extended by the number of days required to achieve the cash revenue equal to of greater than the deficiency payment otherwise required by this provisionin immediately available funds.

Deficiency Payments. Beginning on the Commencement Date and continuing thereafter during the First Period of the Term of this Agreement, Shipper’s Volume Commitment (in barrelsa) for a month or part of a month (“Contract Month”) shall be determined by multiplying the daily Volume Commitment by the number of days in such Contract Month. Shipper agrees to pay Carrier the Tariff Rate (upon invoice at As soon as practicable following the end of each calendar quarter) for any Volume Deficiency month under this Agreement, Logistics shall deliver to DKTS a written notice (the positive difference “Deficiency Notice”) detailing any failure of subtracting the Barrels which Shipper has Tendered for a Contract Month from Shipper’s Volume Commitment for such Contract Month) remaining after crediting volumes in excess DKTS to meet any of the Volume Commitment for such quarter against such Volume Deficienciesits payment obligations under this Agreement. For avoidance of doubt, Volume Deficiencies occurring during any Contract Month during a calendar quarter may be made up utilizing volume credits arising during any other Contract Month in the same calendar quarter. There The Deficiency Notice shall be no carryover volume credits or makeup of Volume Deficiencies between or among different calendar quarters except as follows: (i) specify in reasonable detail the nature of any payment deficiency and (ii) specify the approximate dollar amount that Logistics believes would have been paid by DKTS to Logistics if a Volume DKTS had complied with its payment obligations under this Agreement (the “Deficiency occurs as a result of an event of Force Majeure, then Shipper’s Volume Payment”). DKTS shall pay the Deficiency shall be reduced Payment to the extent that Shipper’s deliveries are directly affected by such event of Force Majeure. In addition, In the event Carrier’s obligations or services are directly affected by an event of Force Majeure, such obligations or services of Carrier shall be relieved for the duration of such Force Majeure event. If there are any such reductions Logistics 10 days after its receipt of the Volume Deficiency due to Force Majeure, the First Period shall be extended by the number of days required to achieve the cash revenue equal to or greater than the deficiency payment otherwise required by this provision, “Force Majeure” means an event beyond the reasonable control of the party affected which unexpectedly impedes such party’s performance hereunder, which shall include without limitation an act of God, fire, flood, war, military action or act of public enemy, national emergency, blackout or other failure of utilities, general failure of the banking or postal system, vandalism or other criminal acts, acts of terrorism, quarantine, the authority of law, strikes, riots, civil disorder, or action, requisition or necessity of a government entityNotice. (iib) If DKTS disagrees with the Deficiency Notice, then, promptly following the payment of any undisputed portion of the Deficiency Payment to Logistics, a Volume Deficiency occurs senior officer of DKTS and a senior officer of Logistics shall meet or communicate by telephone at a mutually acceptable time and place, and thereafter as a result of planned outages under the Refinery Operating Plan often as they reasonably deem necessary, then Shipper’s Volume Deficiency and shall be reduced negotiate in good faith to the extent attempt to resolve any differences that Shipper’s deliveries are directly affected by such planned outages under the Refinery Operating Plan up they may have with respect to a maximum reduction matters specified in the Volume Commitment Deficiency Notice. If such differences are not resolved within 30 days following the payment of 10,000 barrels per any Deficiency Payment, DKTS and Logistics shall, within 45 days following the payment of such Deficiency Payment, submit any and all matters which remain in dispute and which were properly included in the Deficiency Notice to arbitration in accordance with Section 21(m). During the 60-day on an average basis over any calendar year period following the receipt of the First PeriodDeficiency Notice, DKTS shall have the right, in accordance with Section 21(o), to inspect and audit the working papers of Logistics relating to such Deficiency Payment. (In other words, the Volume Commitment shall in no event be reduced below 70,000 barrels per day for any calendar year as a result of planned outages under the Refinery Operating Plan.c) If there are it is determined by arbitration in accordance with Section 21(m) that DKTS was required to make any such reductions or all of the Volume disputed portion of the Deficiency due Payment, DKTS shall promptly pay to planned outages under Logistics such amount, together with interest thereon from the Refinery Operating Plandate provided in the last sentence of Section 9(a) at the Prime Rate, the First Period shall be extended by the number of days required to achieve the cash revenue equal to of greater than the deficiency payment otherwise required by this provisionin immediately available funds.

Deficiency Payments. Beginning on the Commencement Date and continuing thereafter during the First Period of the Term of this Agreement, Shipper’s Volume Commitment (in barrelsa) for a month or part of a month (“Contract Month”) shall be determined by multiplying the daily Volume Commitment by the number of days in such Contract Month. Shipper agrees to pay Carrier the Tariff Rate (upon invoice at As soon as practicable following the end of each calendar quarter) for any Volume Deficiency contract month under this Agreement, HEP Tulsa shall deliver to Tulsa Refining a written notice (the positive difference “Deficiency Notice”) detailing any failure of subtracting Tulsa Refining to meet its obligations under Section 2(a)(i); provided that Tulsa Refining’s obligations pursuant to its Minimum Revenue Commitment in Section 2(a)(i) shall be assessed on a monthly basis for purposes of this Section 11. The Deficiency Notice shall (i) specify in reasonable detail the Barrels which Shipper has Tendered for a Contract Month from Shipper’s Volume Commitment for such Contract Monthnature of any deficiency and (ii) remaining specify the approximate dollar amount that HEP Tulsa believes would have been paid by Tulsa Refining to HEP Tulsa if Tulsa Refining had complied with its respective obligations pursuant to Section 2(a)(i) (the “Deficiency Payment”). Tulsa Refining shall pay the Deficiency Payment to HEP Tulsa upon the later of: (A) ten (10) days after crediting volumes in excess its receipt of the Volume Commitment for such quarter against such Volume Deficiencies. For avoidance Deficiency Notice and (B) thirty (30) days following the end of doubtthe related contract month. (b) If Tulsa Refining disagrees with the Deficiency Notice, Volume Deficiencies occurring during then, following the payment of the Deficiency Payment to HEP Tulsa, a senior officer of Tulsa Refining and a senior officer of HEP Tulsa shall meet or communicate by telephone at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary and shall negotiate in good faith to attempt to resolve any Contract Month during a calendar quarter differences that they may be made up utilizing volume credits arising during any other Contract Month have with respect to matters specified in the same calendar quarterDeficiency Notice. There During the 30-day period following the payment of the Deficiency Payment, Tulsa Refining shall have access to the working papers of HEP Tulsa relating to the Deficiency Notice. If such differences are not resolved within thirty (30) days following the payment of the Deficiency Payment, Tulsa Refining and HEP Tulsa shall, within forty-five (45) days following the payment of the Deficiency Payment, submit any and all matters which remain in dispute and which were properly included in the Deficiency Notice to arbitration in accordance with Section 13(f). (c) If it is finally determined pursuant to this Section 11 that Tulsa Refining is not required to make any or all of the Deficiency Payment (the “Refund”), HEP Tulsa shall promptly pay to Tulsa Refining the Refund, together with interest thereon at the Prime Rate, in immediately available funds. (d) The parties acknowledge and agree that there shall be no carryover volume credits or makeup carry-over of Volume Deficiencies between or among different calendar quarters except as follows: (i) if a Volume Deficiency occurs as a result of an event of Force Majeure, then Shipperdeficiency volumes with respect to Tulsa Refining’s Volume Deficiency shall be reduced to the extent that Shipper’s deliveries are directly affected by such event of Force Majeure. In addition, In the event Carrier’s obligations or services are directly affected by an event of Force Majeure, such obligations or services of Carrier shall be relieved for the duration of such Force Majeure event. If there are any such reductions of the Volume Deficiency due to Force Majeure, the First Period shall be extended by the number of days required to achieve the cash revenue equal to or greater than the deficiency payment otherwise required by this provision, “Force Majeure” means an event beyond the reasonable control of the party affected which unexpectedly impedes such party’s performance hereunder, which shall include without limitation an act of God, fire, flood, war, military action or act of public enemy, national emergency, blackout or other failure of utilities, general failure of the banking or postal system, vandalism or other criminal acts, acts of terrorism, quarantine, the authority of law, strikes, riots, civil disorder, or action, requisition or necessity of a government entityMinimum Revenue Commitment under Section 2(a). (ii) If a Volume Deficiency occurs as a result of planned outages under the Refinery Operating Plan , then Shipper’s Volume Deficiency shall be reduced to the extent that Shipper’s deliveries are directly affected by such planned outages under the Refinery Operating Plan up to a maximum reduction in the Volume Commitment of 10,000 barrels per day on an average basis over any calendar year of the First Period, (In other words, the Volume Commitment shall in no event be reduced below 70,000 barrels per day for any calendar year as a result of planned outages under the Refinery Operating Plan.) If there are any such reductions of the Volume Deficiency due to planned outages under the Refinery Operating Plan, the First Period shall be extended by the number of days required to achieve the cash revenue equal to of greater than the deficiency payment otherwise required by this provision.

Deficiency Payments. Beginning on the Commencement Date and continuing thereafter during the First Period of the Term of this Agreement, Shipper’s Volume Commitment (in barrelsa) for a month or part of a month (“Contract Month”) shall be determined by multiplying the daily Volume Commitment by the number of days in such Contract Month. Shipper agrees to pay Carrier the Tariff Rate (upon invoice at As soon as practicable following the end of each calendar quarter) for any Volume Deficiency Contract Quarter under this Agreement, the Partnership Entities shall deliver to the Xxxxx Entities a written notice (the positive difference “Deficiency Notice”) detailing any failure of subtracting the Barrels Xxxxx Entities to meet their obligations under Section 2(a)(i); provided that the Xxxxx Entities’ obligations pursuant to the Minimum Revenue Commitment shall be assessed on a quarterly basis for the purposes of this Section 9. The Deficiency Notice shall (i) specify in reasonable detail the nature of any deficiency and (ii) specify the approximate dollar amount that the Partnership Entities believe would have been paid by the Xxxxx Entities to the Partnership Entities if the Xxxxx Entities had complied with their respective obligations pursuant to Section 2(a)(i) (the “Deficiency Payment”). The Xxxxx Entities shall pay the Deficiency Payment to the Partnership Entities upon the later of: (A) ten (10) days after their receipt of the Deficiency Notice and (B) thirty (30) days following the end of the related Contract Quarter. (b) If the Xxxxx Entities disagree with the Deficiency Notice, then, following the payment of the Deficiency Payment to the Partnership Entities, a senior officer of Xxxxx (on behalf of the Xxxxx Entities) and a senior officer of Xxxxx GP (on behalf of the Partnership Entities) shall meet or communicate by telephone at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary and shall negotiate in good faith to attempt to resolve any differences that they may have with respect to matters specified in the Deficiency Notice. During the 30-day period following the payment of the Deficiency Payment, the Xxxxx Entities shall have access to the working papers of the Partnership Entities relating to the Deficiency Notice. If such differences are not resolved within thirty (30) days following the payment of the Deficiency Payment, the Xxxxx Entities and the Partnership Entities shall, within forty-five (45) days following the payment of the Deficiency Payment, submit any and all matters which Shipper has Tendered for a remain in dispute and which were properly included in the Deficiency Notice to arbitration in accordance with Section 11(f). (c) If it is finally determined pursuant to this Section 9 that the Xxxxx Entities are not required to make any or all of the Deficiency Payment (the “Refund”), the Partnership Entities shall promptly pay to the Xxxxx Entities the Refund, together with interest thereon at the Prime Rate, in immediately available funds. (d) Deficiency Payments will be credited against any payments owed by the Xxxxx Entities in the following four Contract Month from Shipper’s Volume Commitment for such Contract Month) remaining after crediting volumes Quarters in excess of the Volume Commitment Minimum Revenue Commitments established by this Agreement for such quarter against such Volume Deficiencies. For avoidance Contract Quarters; provided, however, that the Xxxxx Entities will not receive credit for any Deficiency Payment in any of doubt, Volume Deficiencies occurring during any the following four Contract Month during a calendar quarter may be made up utilizing volume credits arising during any other Contract Month Quarters until it has met the Minimum Revenue Commitment in the same calendar quarter. There shall be no carryover volume credits or makeup of Volume Deficiencies between or among different calendar quarters except as follows: (i) if a Volume Deficiency occurs as a result of an event of Force Majeure, then Shipper’s Volume Deficiency shall be reduced to the extent that Shipper’s deliveries are directly affected by such event of Force Majeure. In addition, In the event Carrier’s obligations or services are directly affected by an event of Force Majeure, such obligations or services of Carrier shall be relieved for the duration of such Force Majeure event. If there are any such reductions of the Volume Deficiency due to Force Majeure, the First Period shall be extended by the number of days required to achieve the cash revenue equal to or greater than the deficiency payment otherwise required by this provision, “Force Majeure” means an event beyond the reasonable control of the party affected which unexpectedly impedes such party’s performance hereunder, which shall include without limitation an act of God, fire, flood, war, military action or act of public enemy, national emergency, blackout or other failure of utilities, general failure of the banking or postal system, vandalism or other criminal acts, acts of terrorism, quarantine, the authority of law, strikes, riots, civil disorder, or action, requisition or necessity of a government entitysucceeding Contract Quarter. (ii) If a Volume Deficiency occurs as a result of planned outages under the Refinery Operating Plan , then Shipper’s Volume Deficiency shall be reduced to the extent that Shipper’s deliveries are directly affected by such planned outages under the Refinery Operating Plan up to a maximum reduction in the Volume Commitment of 10,000 barrels per day on an average basis over any calendar year of the First Period, (In other words, the Volume Commitment shall in no event be reduced below 70,000 barrels per day for any calendar year as a result of planned outages under the Refinery Operating Plan.) If there are any such reductions of the Volume Deficiency due to planned outages under the Refinery Operating Plan, the First Period shall be extended by the number of days required to achieve the cash revenue equal to of greater than the deficiency payment otherwise required by this provision.