Common use of Obligations of HEP Clause in Contracts

Obligations of HEP. (i) During the term of this Agreement and subject to the terms and conditions of this Agreement, HEP agrees to own or lease, operate and maintain the assets necessary to receive the Refined Products from ALON and to provide the services required under this Agreement. Notwithstanding the preceding sentence, subject to Section 17(c), Section 17(d), Section 18, and Section 21(c) of this Agreement and Section 11.6 of the Contribution Agreement, HEP is free (A) to sell any of its assets, including assets that provide services under this Agreement, (B) to merge with another entity (whether or not HEP is the surviving entity in such merger) or (C) to sell all of its assets or all of its equity to another entity at any time. (ii) At the request of ALON and subject in each case to Common Carrier Requirements and to Section 10 of this Agreement, HEP agrees to transport by pipeline for ALON each month during the term of this Agreement: (A) up to 20,000 bpd of Refined Products on the 6” line from Big Spring to Abilene (the “Abilene Pipeline”), (B) up to 25,000 bpd of Refined Products on the 8” line from Midland to Orla (the “Fin-Tex Pipeline”), (C) up to 23,000 bpd of Refined Products on the 8” line from Big Spring to Wichita Falls (the “Wichita Falls Pipeline”), (D) up to 21,000 bpd of Refined Products on the 6” line from Wichita Falls to Duncan, OK (the “River Pipeline”), and (E) up to 53,000 bpd of Refined Products on the 8” line from Abilene to Dxxxx Air Force Base (the “Dyess Pipeline”). ALON represents that as of the Effective Date, the respective lines set forth above have the capacity to transport the volumes set forth above. (iii) HEP agrees to provide terminalling services for all ALON volumes of Refined Products transported to the Refined Product Terminals. To the extent that ALON is entitled to an exception under Section 10(a) or Section 10(b) of this Agreement to its obligations under Section 2(a) of this Agreement, the corresponding obligations of HEP under this Section 2(b) will be proportionately reduced.

Obligations of HEP. (i) During the term of this Agreement and subject to the terms and conditions of this Agreement, HEP agrees to own or lease, operate and maintain the assets necessary to receive the Refined Products from ALON and to provide the services required under this Agreement. Notwithstanding the preceding sentence, subject to Section 17(c), Section 17(d), Section 18, and Section 21(c) of this Agreement and Section 11.6 of the Contribution Agreement, HEP is free (A) to sell any of its assets, including assets that provide services under this Agreement, (B) to merge with another entity (whether or not HEP is the surviving entity in such merger) or (C) to sell all of its assets or all of its equity to another entity at any time. (ii) At the request of ALON and subject in each case to Common Carrier Requirements and to Section 10 of this Agreement, HEP agrees to transport by pipeline for ALON each month during the term of this Agreement: (A) up to 20,000 bpd of Refined Products on the 6” line from Big Spring to Abilene (the “Abilene Pipeline”), (B) up to 25,000 bpd of Refined Products on the 8” line from Midland to Orla (the “Fin-Tex Pipeline”), (C) up to 23,000 bpd of Refined Products on the 8” line from Big Spring to Wichita Falls (the “Wichita Falls Pipeline”), (D) up to 21,000 bpd of Refined Products on the 6” line from Wichita Falls to Duncan, OK (the “River Pipeline”), and (E) up to 53,000 bpd of Refined Products on the 8” line from Abilene to Dxxxx Xxxxx Air Force Base (the “Dyess Pipeline”). ALON represents that as of the Effective Date, the respective lines set forth above have the capacity to transport the volumes set forth above. (iii) HEP agrees to provide terminalling services for all ALON volumes of Refined Products transported to the Refined Product Terminals. To the extent that ALON is entitled to an exception under Section 10(a) or Section 10(b) of this Agreement to its obligations under Section 2(a) of this Agreement, the corresponding obligations of HEP under this Section 2(b) will be proportionately reduced.

Obligations of HEP. (i) During the term of this Agreement and subject to the terms and conditions of this Agreement, HEP agrees to own or lease, operate and maintain the assets necessary to receive the Refined Products from ALON and to provide the services required under this Agreement. Notwithstanding the preceding sentence, subject to Section 17(c), Section 17(d), Section 18, and Section 21(c) of this Agreement and Section 11.6 of the Contribution Agreement, HEP is free (A) to sell any of its assets, including assets that provide services under this Agreement, (B) to merge with another entity (whether or not HEP is the surviving entity in such merger) or (C) to sell all of its assets or all of its equity to another entity at any time. (ii) At the request of ALON and subject in each case to Common Carrier Requirements and to Section 10 of this Agreement, HEP agrees to transport by pipeline for ALON each month during the term of this Agreement: (A) up to 20,000 bpd of Refined Products on the 6” " line from Big Spring to Abilene (the “"Abilene Pipeline”"), (B) up to 25,000 bpd of Refined Products on the 8” " line from Midland to Orla (the “"Fin-Tex Pipeline”"), (C) up to 23,000 bpd of Refined Products on the 8” " line from Big Spring to Wichita Falls (the “"Wichita Falls Pipeline”"), (D) up to 21,000 bpd of Refined Products on the 6” " line from Wichita Falls to Duncan, OK (the “"River Pipeline”"), and (E) up to 53,000 bpd of Refined Products on the 8” " line from Abilene to Dxxxx Xxxxx Air Force Base (the “"Dyess Pipeline”"). ALON represents that as of the Effective Date, the respective lines set forth above have the capacity to transport the volumes set forth above. (iii) HEP agrees to provide terminalling services for all ALON volumes of Refined Products transported to the Refined Product Terminals. To the extent that ALON is entitled to an exception under Section 10(a) or Section 10(b) of this Agreement to its obligations under Section 2(a) of this Agreement, the corresponding obligations of HEP under this Section 2(b) will be proportionately reduced.