Common use of Facilities, Services, Statements, Invoices, Documents and Records Clause in Contracts

Facilities, Services, Statements, Invoices, Documents and Records. Subject to Terminal capabilities existing as of the Commencement Date: 2.1 Owner leases the facilities described on Attachment E (each, a “Leased Facility”), which remain subject to applicable lease agreements, which may be amended or revised from time to time (collectively referred to as the applicable “Lease”). The lessor under each applicable Lease is referred to herein as the “Lessor.” 2.2 Anything contained in any provision of this Agreement to the contrary notwithstanding, Customer agrees, with respect to any Leased Facility, to comply with and not to breach the Lease, and use commercially reasonable efforts to remedy any default in this Agreement that is Customer’s obligation to cure that results in a breach or default under a Lease, within the period allowed to Owner (as lessee) under the applicable Lease, even if such time period is shorter than the period otherwise allowed therein due to the fact that notice of default from Owner to Customer is given after the corresponding notice of default from Lessor to Owner. Owner agrees to forward to Customer, immediately upon receipt thereof by Owner, a copy of each notice of default received by Owner in its capacity as lessee under the applicable Lease. Customer agrees to forward to Owner, immediately upon receipt thereof, copies of any notices received by Customer from Lessor or from any Governmental Authorities with respect to a Leased Facility. 2.3 Owner agrees to provide storage and terminalling services to Customer at the Terminals, including providing a safe area for the purpose of loading or unloading Product and the provision of Storage Tanks for storage of Customer’s Product. Owner further agrees to provide terminal and related facilities required to safely perform all Services to be provided by Owner herein. All such facilities are to be maintained by Owner in good working order at all times during the Term in accordance with the provisions herein. 2.4 Owner will provide to or for Customer the following storage and terminalling services related to the receipt of Product at the Terminals and to the storage, terminalling and delivery of Product into and out of the Terminals (collectively, the “Services”): (a) receive and unload all Product delivered, by or on behalf of Customer, to each Terminal from time to time during the Term of this Agreement; (b) load Product into tank trucks, rail cars, barges, or vessels, as directed by Customer; (c) provide all pumping and heating necessary for proper performance of each of the foregoing services including heating facilities adequate to maintain the temperature of Product normally used at each Terminal as requested by Customer; (d) handle, process, manufacture and store Product in accordance with the instructions, formulations and Specifications provided by Customer, as such may be updated from time to time and agreed upon by the Parties; (e) prepare all tank or vessel gauging reports, bills of lading and other shipping papers and deliver copies thereof to Customer on a daily basis; and (f) keep records and accounts and make reports relating to Product received in storage, withdrawn from storage and loaded into vessels from each Terminal, with such reports being provided to Customer through the use of Customer’s enterprise resource planning system (“ERP System”) on a daily basis. 2.5 The Services will be performed in compliance with Applicable Law and in accordance with generally accepted terminalling practices. Owner may adapt its performance of the Services, although not to a standard less than commercially reasonable, in order (i) to be consistent with industry practices; (ii) to meet the requirements of Applicable Laws; or (iii) to achieve the efficient utilization of the Terminals and Storage Tanks. In no event shall Owner accept Product in excess of the storage capacity of the Storage Tanks at any Terminal. 2.6 Customer assumes full responsibility for informing Owner of the proper and safe means and methods of storing and handling Customer’s Product. Customer agrees to execute in its name, pay for, and furnish to Owner all information and documents, which may be required by any Governmental Authority having jurisdiction under Applicable Laws relating to the description, receipt, storage, handling or discharge of the Product, including, but not limited to, sludges, flushing materials or other portions, admixtures, components or residues of, at or from any Terminal of Owner. Customer shall be responsible for advising Owner in writing of any changes in such requirements prior to the date such changes take effect, as well as any revised information and documents required. Customer also agrees to provide Owner with further readily available information or advice upon request to assist Owner in performing its responsibilities for receipt, storage and redelivery of Product. 2.7 Customer acknowledges that it is responsible for the Specifications relating to the handling of any Product. Owner shall not be responsible for, and Customer shall indemnify and hold Owner harmless from and against, any Liability relating to handling instructions and Specifications provided by Customer or Owner’s failure to meet the Specifications provided by Customer if such failure is due to an act or omission of Customer. 2.8 Each Party will maintain a true and correct set of records pertaining to its performance of this Agreement and will retain copies of all such records for a period of not less than two years following termination or cancellation of this Agreement. Upon reasonable prior notice, a Party or its authorized representative may at its sole cost, during the Term of this Agreement and thereafter during the aforesaid two year period, inspect such records of the other Party during normal business hours at the other Party’s place of business. Unless a Party has taken written exception to a statement or invoice within 12 Months following the end of the year in which the statement or invoice is delivered, the statement or invoice shall be conclusively presumed to be true and correct. 2.9 Customer shall provide all requisite formulations and process recommendations for processing of Products that will conform to any applicable Specifications. Owner shall manufacture and process Products in strict conformity with such formulations and process recommendations and in such volumes as may reasonably be requested by Customer. Any additional testing required at request of Customer will be by mutual agreement. 2.10 Customer shall provide any and all assistance and documents deemed necessary by Owner to meet Owner’s internal audit requirements.

Facilities, Services, Statements, Invoices, Documents and Records. Subject to Terminal capabilities existing as of the Commencement Date: 2.1 Owner leases The Owners lease certain facilities (including certain rail facilities associated with certain of the facilities Terminals) which are further described on Attachment E D (each, a “Leased Facility”), which ) that remain subject to applicable lease agreements, which agreements that may be amended or revised from time to time (collectively each referred to herein as the applicable “Lease”). The lessor under each applicable Lease is referred to herein as the “Lessor.” 2.2 Anything contained in any provision of this Agreement to the contrary notwithstanding, Customer agrees, with respect to any Leased Facility, to comply with and not to breach the applicable Lease, and to use commercially reasonable efforts to remedy any default in this Agreement that is Customer’s obligation to cure that results in a breach or default under a Lease, within the period allowed to the applicable Owner (as lessee) under the applicable Lease, even if such time period is shorter than the period otherwise allowed therein due to the fact that notice of default from the applicable Owner to Customer is given after the corresponding notice of default from Lessor to the applicable Owner. Each Owner agrees to forward to Customer, immediately upon receipt thereof by such Owner, a copy of each notice of default received by such Owner in its capacity as lessee under the applicable Lease. Customer agrees to forward to the applicable Owner, immediately upon receipt thereof, copies of any notices received by Customer from Lessor or from any Governmental Authorities with respect to a Leased Facility. 2.3 Each Owner agrees to provide storage and terminalling services to Customer at the applicable Terminals, including providing a safe area for the purpose of loading or unloading Product and the provision of Storage Tanks for storage of Customer’s Product. Each Owner further agrees to provide terminal and related facilities required to safely perform all Services to be provided by such Owner herein. All such facilities are to be maintained by the applicable Owner in good working order at all times during the Term in accordance with the provisions herein. 2.4 Each Owner will provide to or for Customer the following storage and terminalling services related to the receipt of Product at the applicable Terminals and to the storage, terminalling and delivery of Product into and out of the applicable Terminals (collectively, the “Services”): (a) from time to time during the Term of this Agreement, receive and unload all Product delivered, by or on behalf of Customer, to each such Terminal from time up to time during the Term Minimum Capacity Commitment for each such Terminal; provided, however, that the applicable Owner may accept Product in excess of this Agreementthe Minimum Capacity Commitment at its sole discretion and subject to the operational limitations of the applicable Terminal; (b) load Product into tank trucks, rail cars, barges, or vessels, as directed by Customer; (c) provide all pumping and heating necessary for proper performance of each of the foregoing services including heating facilities adequate to maintain the temperature of Product normally used at each Terminal as requested by Customer; (d) handle, process, manufacture blend and store Product in accordance with the instructions, formulations and Specifications provided by Customer, as such may be updated from time to time and agreed upon by the Parties; (c) redeliver Product into tank trucks, rail cars, barges, or vessels, as directed by Customer; (d) provide all pumping and heating necessary for proper performance of each of the foregoing services, including heating facilities adequate to maintain the temperature of Product normally used at each such Terminal as requested by Customer; (e) prepare all tank or vessel gauging reports, bills of lading and other shipping papers and deliver copies thereof to Customer on a daily basis; and (f) keep records and accounts and make reports relating to Product received in storage, withdrawn from storage and loaded into vessels from each Terminal, with such reports being provided to Customer through the use of Customer’s enterprise resource planning system (“ERP System”) on a daily basis. 2.5 The Owners agree to perform the Services will be performed in compliance with Applicable Law and in accordance with generally accepted terminalling practices. Each Owner may adapt its respective performance of the Services, although not to a standard less than that of a commercially reasonablereasonable terminal operator, in order (i) to be consistent with industry practices; (ii) to meet the requirements of Applicable Laws; or (iii) to achieve the efficient utilization of the Terminals and Storage Tanks. In no event shall any Owner accept Product in excess of the storage capacity of the Storage Tanks at any applicable Terminal. The Owners shall be responsible for the maintenance and repair of the Terminals to the extent necessary to provide the Services hereunder. 2.6 Customer assumes full responsibility for informing Owner the Owners of the proper and safe means and methods of storing and handling Customer’s Product. Customer agrees to execute in its name, pay for, and furnish to Owner the Owners all information and documents, which documents that may be required by any Governmental Authority having jurisdiction under Applicable Laws relating to the description, receipt, storage, handling or discharge of the ProductProduct at or from any Terminal of the Owners, including, but not limited to, to sludges, flushing materials or other portions, admixtures, components or residues of, at or from any Terminal of Ownersuch Product. Customer shall be responsible for advising Owner the Owners in writing of any changes in such requirements prior to the date such changes take effect, as well as any revised information and documents required. Customer also agrees to provide Owner the Owners with further readily available information or advice upon request to assist Owner the Owners in performing its their respective responsibilities for in providing the Services associated with the receipt, storage and redelivery of Product. 2.7 Customer acknowledges that it is responsible for the Specifications relating to the handling of any Product. Owner The Owners shall not be responsible for, and Customer shall indemnify and hold each Owner harmless from and against, any Liability relating to handling instructions and Specifications provided by Customer or any Owner’s failure to meet the Specifications provided by Customer if such failure is due to an act or omission of Customer. 2.8 Each Party will maintain a true and correct set of records pertaining to its performance of this Agreement and will retain copies of all such records for a period of not less than two years following termination or cancellation of this Agreement. Upon reasonable prior notice, a Party or its authorized representative may may, at its sole cost, during the Term of this Agreement and thereafter during the aforesaid two two-year period, inspect such records of the other Party during normal business hours at the other Party’s place of business. Unless a Party has taken written exception to a statement or invoice within 12 Months following the end of the calendar year in which the statement or invoice is delivered, the statement or invoice shall be conclusively presumed to be true and correct. 2.9 Customer shall provide all requisite formulations and process recommendations for processing of Products that will conform to any applicable Specifications. Owner The Owners shall manufacture blend and process Products in strict conformity with such formulations and process recommendations and in such volumes as may reasonably be requested by Customer. Any additional testing required at request of Customer will be by mutual agreement. 2.10 Customer shall provide any and all assistance and documents information deemed necessary by any Owner to meet such Owner’s internal audit requirements.

Facilities, Services, Statements, Invoices, Documents and Records. Subject to Terminal capabilities existing as of the Commencement Date: 2.1 Owner leases the facilities described on Attachment E (each, a “Leased Facility”), which remain subject to applicable lease agreements, which may be amended or revised from time to time (collectively referred to as the applicable “Lease”). The lessor under each applicable Lease is referred to herein as the “Lessor.” 2.2 Anything contained in any provision of this Agreement to the contrary notwithstanding, Customer agrees, with respect to any Leased Facility, to comply with and not to breach the Lease, and use commercially reasonable efforts to remedy any default in this Agreement that is Customer’s obligation to cure that results in a breach or default under a Lease, within the period allowed to Owner (as lessee) under the applicable Lease, even if such time period is shorter than the period otherwise allowed therein due to the fact that notice of default from Owner to Customer is given after the corresponding notice of default from Lessor to Owner. Owner agrees to forward to Customer, immediately upon receipt thereof by Owner, a copy of each notice of default received by Owner in its capacity as lessee under the applicable Lease. Customer agrees to forward to Owner, immediately upon receipt thereof, copies of any notices received by Customer from Lessor or from any Governmental Authorities with respect to a Leased Facility. 2.3 Owner agrees to provide storage and terminalling services to Customer at the Terminals, including providing a safe an area for the purpose of loading or unloading Product and the provision of Storage Tanks for storage of Customer’s Product. Owner further agrees to provide terminal and related facilities required to safely perform all Services to be provided by Owner herein. All such facilities are to be maintained by Owner in good working order by Owner at its own cost and expense at all times during the Term in accordance with the provisions hereinof this Agreement. 2.4 2.2 Owner will provide to or for Customer the following storage and terminalling services related to the receipt of Product at the Terminals Terminal and to the storage, terminalling terminalling, and delivery of Product into and out of the Terminals Terminal (collectively, the “Services”): (a) receive and unload all Product delivereddelivered by barge, truck, or rail, as applicable, by or on behalf of Customer, to each the Terminal from time to time during the Term of this Agreement; (b) load Product into tank trucks, rail cars, trucks or barges, or vessels, as directed by Customer; (c) provide all pumping and heating necessary for proper performance of each of the foregoing services including heating facilities facilities, within existing Facility capabilities, adequate to maintain the temperature of Product normally used maintained at each a Terminal or as requested directed by CustomerCustomer for the loading of trucks or barges; (d) handle, processstore, manufacture and store test Product in accordance with the instructions, formulations instructions and Specifications provided by Customer, as such may be updated from time to time and agreed upon by the Parties; (e) prepare all tank or vessel gauging reports, bills of lading lading, and other shipping papers and deliver copies thereof to Customer on a daily basisas required; and (f) keep records and accounts and make reports relating to Product received in storage, or withdrawn from storage and loaded into vessels from each the Terminal, with such reports being provided to Customer through the use of Customer’s enterprise resource planning system (“ERP System”) on a daily monthly basis. 2.5 2.3 The Services will be performed in compliance with Applicable Law and in accordance with generally accepted terminalling practices. Owner may adapt its performance of the Services, although not to a standard less than commercially reasonable, in order (i) to be consistent with industry practices; (ii) to meet the requirements of Applicable LawsLaw; or (iii) to achieve the efficient utilization of the Terminals Terminal and Storage Tanks. In no event shall Owner accept Product in excess of the storage capacity of the Storage Tanks at any the Terminal. 2.6 2.4 Customer assumes full responsibility for informing Owner agrees to perform the following duties with the use of the Terminal and the Storage Tanks during the Term of this agreement; (a) Customer shall provide to Owner, which can include electronic communications in the form of email, a SDS and other material information regarding the proper and safe means and methods of storing and handling Customer’s Product. . (b) Customer agrees to execute in its name, pay for, and furnish to Owner all information and documents, which may be required by any Governmental Authority having jurisdiction under Applicable Laws Law relating to the description, receipt, storage, dispatch, and scheduling in and out, handling or discharge of the Product, including, but not limited to, sludges, flushing materials materials, or other portions, admixtures, components or residues of, at at, or from any Terminal the Terminals of Owner. . (c) Customer shall be responsible for advising Owner in writing of any changes in such requirements prior to the date such changes take effect, as well as any revised information and documents required. Customer acknowledges that it is responsible for providing Owner in writing, which can also include electronic communications in the form of email, with the processing instructions, the Specifications, and state agency quality control plan and quality assurance testing requirements relating to the manufacturing of any Product. (d) Customer shall be responsible for providing all Products and Storage Tank heels (when not already provided by Owner) used in the manufacturing, storing, and handling of Product. Customer also agrees to provide Owner with further readily available information or advice upon request to assist Owner in performing its responsibilities for receipt, storage storage, and redelivery of Product. 2.7 (e) Customer shall be responsible, in accordance with Section 4.3, for arranging and payment for all transportation of Product (excluding water used in manufacturing of Product) to and from the Terminals. (f) Customer Authorized Employee Representative(s) shall be available (i) on a reasonable basis during normal operating hours that match the Operating Hours during truck loading and (ii) during emergency events to consult with Owner on Services issues and questions, and to receive notifications of any modifications to or deviations from normal Services provided. (g) Owner shall not provide Services to Customer relating to any Product until such time as Owner has approved and Customer has, to the reasonable satisfaction of Owner, informed Owner about the product characteristics and safety precautions necessary to properly and safely handle and store the Product, which can also include electronic communication in the form of email. Customer shall, in accordance with Section 7.4, provide Owner with an SDS for each Product prior to Owner providing Services for that Product and shall be responsible for providing all SDS and related documentation to Owner and to Customer’s customers and carriers. 2.5 Customer acknowledges that it is responsible for the content of the Specifications relating to the handling of any Product. Owner shall not be responsible for, and Customer shall indemnify and hold Owner harmless from and against, any Liability relating to handling instructions and Specifications provided by Customer or Owner’s failure to meet handling of the Specifications provided by Customer if such failure is due to an act or omission of CustomerProduct in compliance with the Specifications. 2.8 Each 2.6 Except as provided below in this Section 2.6, each Party will maintain a true and correct set of records pertaining to its performance of this Agreement and will retain copies of all such records for a period of not less than two (2) years following termination or cancellation of this Agreement. Upon reasonable prior notice, a Party or its authorized representative may at its sole cost, during the Term of this Agreement and thereafter during the aforesaid two (2) year period, inspect such records of the other Party during normal business hours at the other Party’s place of business. Unless a Party has taken written exception to a statement or invoice within 12 twelve (12) Months following the end of the year in which the statement or invoice is delivered, the statement or invoice shall be conclusively presumed to be true and correct. 2.9 Customer shall provide all requisite formulations and process recommendations for processing of Products that will conform to any applicable Specifications. Owner shall manufacture and process Products in strict conformity with such formulations and process recommendations and in such volumes as may reasonably be requested by Customer. Any additional testing required at request of Customer will be by mutual agreement. 2.10 Customer shall provide any and all assistance and documents deemed necessary by Owner to meet Owner’s internal audit requirements.