Common use of Procurement of Crude Oil Clause in Contracts

Procurement of Crude Oil. (a) As of the Commencement Date, Xxxx shall have become the purchaser under the Existing Procurement Contract through executing a new Procurement Contract with the Third Party Supplier thereunder. (b) From time to time during the Term of this Agreement, the Company or Xxxx may propose that an Additional Procurement Contract be entered into, including any such Additional Procurement Contract as may be entered into in connection with the expiration of an outstanding Procurement Contract. If the Parties mutually agree to seek Additional Procurement Contracts, then the Company shall endeavor to identify quantities of Crude Oil that may be acquired on a spot or term basis from one or more Third Party Suppliers. The Company may negotiate with any such Third Party Supplier regarding the price and other terms of such potential Additional Procurement Contract. The Company shall have no authority to bind Xxxx to, or enter into on Aron’s behalf, any Additional Procurement Contract or Procurement Contract Assignment, and the Company shall not represent to any third party that it has such authority. If the Company has negotiated an offer from a Third Party Supplier for an Additional Procurement Contract (and if relevant, Procurement Contract Assignment) that the Company wishes to be executed, the Company shall apprise Xxxx in writing of the terms of such offer and Xxxx shall promptly determine and advise the Company as to whether Xxxx desires to accept such offer. If Xxxx indicates its desire to accept such offer, then Xxxx shall promptly endeavor to formally communicate its acceptance of such offer to the Company and such Third Party Supplier so that the Third Party Supplier and Xxxx may enter into a binding Additional Procurement Contract (and if relevant, Procurement Contract Assignment) provided that any Additional Procurement Contract (and, if relevant, related Procurement Contract Assignment) shall require Aron’s express agreement and Xxxx shall not have any liability under or in connection with this Agreement if for any reason it, acting in good faith, does not agree to any proposed Additional Procurement Contract or related Procurement Contract Assignment. (c) If the Company determines, in its reasonable judgment, that it is commercially beneficial for the Refinery to run a particular grade and/or volume of Crude Oil that is available from a Third Party Supplier that is not a counterparty with which Xxxx is then prepared to enter into a contract, then the Company may execute a contract to acquire such Crude Oil for the Company’s account. (d) Title for each quantity of Crude Oil delivered into a Crude Storage Tank shall pass, if delivered under a Procurement Contract, from the relevant Third Party Supplier as provided in the relevant Procurement Contract or, if not delivered under a Procurement Contract, from the Company to Xxxx, as the Crude Oil passes the Crude Intake Point. The Parties acknowledge that the consideration due from Xxxx to the Company for any Crude Oil that is not delivered under a Procurement Contract will be reflected in the Monthly True-up Amounts determined following such delivery. (e) The Company agrees that, except as permitted under Section 5.3(b), (c) or (d), it will not purchase or acquire Crude Oil from any party other than Xxxx during the Term of this Agreement, unless otherwise consented to by Xxxx. (f) No later than four (4) Business Days prior to the earliest Contract Cutoff Date in any Nomination Month, the Company shall inform Xxxx whether the Company has purchased or intends to purchase any Crude Oil that is not being procured under a Procurement Contract for delivery during the related Delivery Month (“Other Barrels”), in which case the Company shall provide to Xxxx the quantity, grade and delivery terms of such Other Barrels expected to be delivered to the Crude Storage Tanks during such Delivery Month.

Procurement of Crude Oil. (a) As of the Commencement Date, Xxxx shall may have become entered into Procurement Contracts for the purchaser under purchase of crude oil to be processed at the Existing Procurement Contract through executing a new Procurement Contract with the Third Party Supplier thereunderRefinery. (b) From time to time during the Term of this Agreement, the Company or Xxxx may propose that an Additional additional Procurement Contract be entered into, including any such Additional additional Procurement Contract as may be entered into in connection with the expiration of an outstanding Procurement Contract. If the Parties mutually agree to seek Additional additional Procurement Contracts, then the Company shall endeavor to identify quantities of Crude Oil that may be acquired on a spot or term basis from one or more Third Party Suppliers. The Company may negotiate with any such Third Party Supplier regarding the price and other terms of such potential Additional additional Procurement Contract. The Company shall have no authority to bind Xxxx to, or enter into on Aron’s behalf, any Additional additional Procurement Contract or Procurement Contract Assignment, and the Company shall not represent to any third party that it has such authority. If the Company has negotiated an offer from a Third Party Supplier for an Additional additional Procurement Contract (and if relevant, Procurement Contract Assignment) that the Company wishes to be executed, the Company shall apprise Xxxx in writing of the terms of such offer and offer, Xxxx shall promptly determine and advise the Company as to whether Xxxx desires to accept such offer. If Xxxx indicates its desire to accept such offer, then Xxxx shall promptly endeavor to formally communicate its acceptance of such offer to the Company and such Third Party Supplier so that the Third Party Supplier and Xxxx may enter into a binding Additional additional Procurement Contract (and if relevant, Procurement Contract Assignment) provided that any Additional additional Procurement Contract (and, if relevant, related Procurement Contract Assignment) shall require Aron’s express agreement and Xxxx shall not have any liability under or in connection with this Agreement if for any reason it, acting in good faith, does not agree to any proposed Additional additional Procurement Contract or related Procurement Contract Assignment. (c) If the Company determines, in its reasonable judgment, that it is commercially beneficial for the Refinery to run a particular grade and/or volume of Crude Oil that is available from a Third Party Supplier that is not a counterparty with which Xxxx is then prepared to enter into a contract, then the Company may execute a contract to acquire such Crude Oil for the Company’s account. (d) Title for each quantity of Crude Oil delivered into a Crude Storage Tank shall passpass to Xxxx, (i) if delivered under a Procurement ContractContract with a Third Party Supplier, from the relevant such Third Party Supplier as provided in the relevant Procurement Contract, (ii) if delivered under a Procurement Contract orwith the Company, at the upstream delivery point specified therein and (iii) if not delivered under a Procurement ContractContract (and whether such delivery is via an Included Crude Pipeline or another crude pipeline), from the Company to Xxxx, as the Crude Oil crude oil passes the Crude Intake Point. The Parties acknowledge that the consideration due from Xxxx to the Company for any Crude Oil crude oil that is not delivered under a Procurement Contract will be reflected in the Monthly True-up Amounts determined following such delivery.delivery and in accordance with Schedule C. (e) The Company agrees that, except as permitted under Section 5.3(b), (c) or (d), it will not purchase or acquire Crude Oil from any party other than Xxxx during the Term of this Agreement, unless otherwise consented to by Xxxx[Reserved.] (f) No later than four (4) Business Days prior to the earliest Contract Cutoff Date in any Nomination Month, the Company shall inform Xxxx whether the Company has purchased or intends to purchase any Crude Oil that is not being procured under a Procurement Contract for delivery during the related Delivery Month (“Other Barrels”), in which case the Company shall provide to Xxxx the quantity, grade and delivery terms of such Other Barrels expected to be delivered to the Crude Storage Tanks during such Delivery Month.

Procurement of Crude Oil. (a) As of the Commencement Date, Procurement Contracts consisted of (i) such Procurement Contracts as XXXX and Xxxx may have entered into and (ii) such Procurement Contracts with certain Third Party Suppliers as shall have become been novated from XXXX to Xxxx, in each case providing for the purchaser purchase of Crude Oil to be processed at the Refinery for April or May 2011. In connection with such novated Procurement Contracts, the parties acknowledge that, concurrently with the effectiveness of such novations, Xxxx and XXXX entered into transactions identical to the novated Procurement Contracts (the “Back-to-Back Contracts”), except with Xxxx as seller thereunder and certain other modifications as specified in a letter agreement between Xxxx and XXXX, dated April 27, 2011. The parties further acknowledge and agree that, as a result of such novated Procurement Contracts, the Back-to-Back Contracts and the terms of the XXXX Inventory Sales Agreement, (i) from and after the effectiveness of such novations to the Inventory Measurement Time under the Existing XXXX Inventory Sales Agreement, all Crude Oil delivered under the novated Procurement Contract through executing a new Procurement Contract with Contracts and the Back-to-Back Contracts shall have been or shall be transferred from the relevant Third Party Supplier thereunderto Xxxx and then from Xxxx to XXXX and (ii) from and after the Inventory Transfer Time under the XXXX Inventory Sales Agreement to the Inventory Measurement Time under the XXXX Inventory Sales Agreement, all such Crude Oil that is held or received at any of the Inventory Transfer Locations shall be transferred by XXXX to Xxxx under and in accordance with the terms of the XXXX Inventory Sales Agreement. (b) From time to time during the Term of this Agreement, the Company or Xxxx may propose that an Additional additional Procurement Contract be entered into, including any such Additional additional Procurement Contract as may be entered into in connection with the expiration of an outstanding Procurement Contract. If the Parties mutually agree to seek Additional additional Procurement Contracts, then the Company shall endeavor to identify quantities of Crude Oil that may be acquired on a spot or term basis from one or more Third Party Suppliers. The Company may negotiate with any such Third Party Supplier regarding the price and other terms of such potential Additional additional Procurement Contract. The Company shall have no authority to bind Xxxx to, or enter into on Aron’s behalf, any Additional additional Procurement Contract or Procurement Contract Assignment, and the Company shall not represent to any third party that it has such authority. If the Company has negotiated an offer from a Third Party Supplier for an Additional additional Procurement Contract (and if relevant, Procurement Contract Assignment) that the Company wishes to be executed, the Company shall apprise Xxxx in writing using the applicable trade ticket included on Schedule Q (the “Crude Procurement Request”) (which may be via email) of the terms of such offer and offer, Xxxx shall promptly determine and advise the Company as to whether Xxxx desires consent to accept such offer. If Xxxx indicates its desire consent to accept such offer, then Xxxx shall promptly endeavor to formally communicate its acceptance of such offer to the Company and such Third Party Supplier so that the Third Party Supplier and Xxxx may enter into a binding Additional additional Procurement Contract (and if relevant, Procurement Contract Assignment) provided that any Additional additional Procurement Contract (and, if relevant, related Procurement Contract Assignment) shall require Aron’s express agreement and Xxxx shall not have any liability under or in connection with this Agreement if for any reason it, acting in good faith, does not agree to any proposed Additional additional Procurement Contract or related Procurement Contract Assignment. (c) If the Company determines, in its reasonable judgment, that it is commercially beneficial for the Refinery to run a particular grade and/or volume of Crude Oil that is available from a Third Party Supplier that is not a counterparty with which Xxxx is then prepared to enter into a contract, then the Company may execute a contract Refinery Procurement Contract to acquire such Crude Oil for the Company’s accountaccount and, unless an Xxxx Procurement Contract is executed with respect thereto pursuant to Section 5.3(g), such Crude Oil if delivered to a Crude Intake Point shall constitute Other Barrels. (d) Title for each quantity of Crude Oil to be delivered into a Crude Storage Tank shall passpass to Xxxx, (i) if delivered under a Procurement ContractContract with a Third Party Supplier, from the relevant such Third Party Supplier as provided in the relevant Procurement Contract, (ii) if delivered under a Procurement Contract orwith the Company or XXXX, from the Company or XXXX as provided in the relevant Procurement Contract and (iii) if not delivered under a Procurement ContractContract (and whether such delivery is via an Included Crude Pipeline or another crude pipeline), from the Company to Xxxx, as the Crude Oil passes the Crude Intake Point. . (e) For each quantity of Crude Oil to be delivered directly into a Specified Lien Location, (i) if delivery occurs under a Procurement Contract with a Third Party Supplier, title shall pass on a simultaneous flash title basis so that, at the relevant delivery point under such Procurement Contract, at the moment in time when title and risk of loss to any quantity is transferred by a Third Party Supplier to Xxxx under such Procurement Contract, title and risk of loss to that same quantity will be transferred from Xxxx to the Company, (ii) if delivery occurs under a Procurement Contract with the Company or XXXX, title shall pass on a simultaneous flash title basis so that, at the relevant delivery point under such Procurement Contract, at the moment in time when title and risk of loss to any quantity is transferred by the Company or XXXX to Xxxx under such Procurement Contract, title and risk of loss to that same quantity will be transferred from Xxxx to the Company and (iii) if such Crude Oil consists of Other Barrels, then title and risk of loss shall either pass at the relevant point at which delivery is made by XXXX to the Company if XXXX is delivering such Crude Oil or continue to be held by the Company if the Company is delivering such Crude Oil. (f) The Parties acknowledge that the consideration due from Xxxx to the Company for any Crude Oil that is not delivered under a Procurement Contract will be reflected in the Monthly True-up Up Amounts determined following such delivery.delivery and in accordance with Schedule C. (e) The Company agrees that, except as permitted under Section 5.3(b), (c) or (d), it will not purchase or acquire Crude Oil from any party other than Xxxx during the Term of this Agreement, unless otherwise consented to by Xxxx. (fg) No later than four the fifth (45th) Business Days prior to Day of the earliest Contract Cutoff Date in any Nomination month preceding a Delivery Month, the Company shall inform Xxxx whether the Company has purchased or intends to purchase any Crude Oil that is not being procured under a Refinery Procurement Contract for delivery during the related such Delivery Month (“Other Refinery Procured Barrels”). In connection with each such quantity of Refinery Procured Barrels, in which case the Company shall may provide to Xxxx a trade ticket stating the quantity, grade and delivery terms of such Other Refinery Procured Barrels expected to be delivered to an Included Location or Specified Lien Location during such Delivery Month and, provided no Default (of which Xxxx has provided notice to the Crude Storage Tanks Company) or Event of Default with respect to the Company has occurred and is then continuing, the Company and Xxxx shall enter into an Xxxx Procurement Contract under which Xxxx shall purchase such quantity from the Company and title shall pass as provided in Section 5.3(d) or (e) above as applicable and Xxxx shall promptly provide to the Company a written confirmation of such Xxxx Procurement Contract. If any change occurs in the quantity, grade or delivery terms of the Refinery Procured Barrels that the Company expects to procure for delivery during such Delivery Month, the Company shall promptly advise Xxxx of such change and the related Xxxx Procurement Contract shall be modified accordingly. With respect to any confirmation issued by Xxxx to the Company in connection with an Xxxx Procurement Contract with the Company, if Xxxx does not receive from the Company either acceptance or notification of a bona fide error within two (2) Business Days after receipt of such confirmation, then the Company shall be deemed to have accepted such confirmation, and such confirmation shall be effective and binding upon the Parties. (h) Unless otherwise agreed by Xxxx (in its discretion), the Company and XXXX covenant and agree that (i) they will use commercially reasonable efforts to enter into Exchange Procurement Contract during any month so as to eliminate any volume imbalance and (ii) the sole purpose and intent of any such Exchange Procurement Contract shall be to, directly or indirectly, procure Crude Oil to be processed at the Refinery. (i) With respect to all Crude Oil, XXXX covenants and agrees to be the party responsible for making entry of goods into the U.S., meeting the reporting requirements and payment obligations of U.S. Customs for the importation of goods, compliance with all free trade zone bonding, reporting and duty payments, and serving as importer of record in connection herewith.

Procurement of Crude Oil. (a) As of the Commencement Date, Xxxx shall may have become entered into Procurement Contracts for the purchaser under purchase of Crude Oil to be processed at the Existing Procurement Contract through executing a new Procurement Contract with the Third Party Supplier thereunderRefinery. (b) From time to time during the Term of this Agreement, the Company or Xxxx may propose that an Additional additional Procurement Contract be entered into, including any such Additional additional Procurement Contract as may be entered into in connection with the expiration of an outstanding Procurement Contract. If the Parties mutually agree to seek Additional additional Procurement Contracts, then the Company shall endeavor to identify quantities of Crude Oil that may be acquired on a spot or term basis from one or more Third Party Suppliers. The Company may negotiate with any such Third Party Supplier regarding the price and other terms of such potential Additional additional Procurement Contract. The Company shall have PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. no authority to bind Xxxx to, or enter into on Aron’s behalf, any Additional additional Procurement Contract or Procurement Contract Assignment, and the Company shall not represent to any third party that it has such authority. If the Company has negotiated an offer from a Third Party Supplier for an Additional additional Procurement Contract (and if relevant, Procurement Contract Assignment) that the Company wishes to be executed, the Company shall apprise Xxxx in writing writing, using the applicable trade sheet included in Schedule Q, of the terms of such offer and offer, Xxxx shall promptly determine and advise the Company as to whether Xxxx desires to accept such offer. If Xxxx indicates its desire to accept such offer, then Xxxx shall promptly endeavor to formally communicate its acceptance of such offer to the Company and such Third Party Supplier so that the Third Party Supplier and Xxxx may enter into a binding Additional additional Procurement Contract (and if relevant, Procurement Contract Assignment) provided that any Additional additional Procurement Contract (and, if relevant, related Procurement Contract Assignment) shall require Aron’s express agreement and Xxxx shall not have any liability under or in connection with this Agreement if for any reason it, acting in good faith, does not agree to any proposed Additional additional Procurement Contract or related Procurement Contract Assignment. (c) If the Company determines, in its reasonable judgment, that it is commercially beneficial for the Refinery to run a particular grade and/or volume of Crude Oil that is available from a Third Party Supplier that is not a counterparty with which Xxxx is then prepared to enter into a contract, then the Company may execute a contract to acquire such Crude Oil for the Company’s account. (d) Title for each quantity of Crude Oil delivered into a Crude Storage Tank shall passpass to Xxxx, (i) if delivered under a Procurement ContractContract with a Third Party Supplier, from the relevant such Third Party Supplier as provided in the relevant Procurement Contract, (ii) if delivered under a Procurement Contract orwith the Company, at the upstream delivery point specified therein and (iii) if not delivered under a Procurement ContractContract (and whether such delivery is via an Included Crude Pipeline or another crude pipeline), from the Company to Xxxx, as the Crude Oil passes the Crude Intake Point. The Parties acknowledge that the consideration due from Xxxx to the Company for any Crude Oil that is not delivered under a Procurement Contract will be reflected in the Monthly True-up Amounts determined following such delivery.delivery and in accordance with Schedule C. (e) The Company agrees that, except as permitted under Section 5.3(b), (c) or (d), it will not purchase or acquire Crude Oil from any party other than Xxxx during the Term of this Agreement, unless otherwise consented to by Xxxx[Reserved.] (f) No later than four (4) Business Days prior to the earliest Contract Cutoff Date in any Nomination Month, the Company shall inform Xxxx whether the Company has purchased or intends to purchase any Crude Oil that is not being procured under a Procurement Contract for delivery during the related Delivery Month (“Other Barrels”), in which case the Company shall provide to Xxxx the quantity, grade and delivery terms of such Other Barrels expected to be delivered to the Crude Storage Tanks during such Delivery Month.

Procurement of Crude Oil. (a) As of the Commencement Date, Xxxx shall may have become the purchaser under entered into or novated from the Existing Supplier/Offtaker one or more Xxxx Procurement Contract through executing a new Procurement Contract with Contracts for the Third Party Supplier thereunderpurchase of Crude Oil to be processed at the Refinery. (b) From time to time during the Term of this Agreement, the Company or Xxxx may propose that an Additional one or more additional Xxxx Procurement Contract Contracts be entered into, including any such Additional additional Xxxx Procurement Contract as may be entered into in connection with the expiration of an outstanding Xxxx Procurement Contract. If the Parties mutually agree to seek Additional additional Xxxx Procurement Contracts, then the Company shall endeavor to identify quantities of Crude Oil that may be acquired on a spot or term basis from one or more Third Party SuppliersSuppliers under contracts that provide for one or more shipment(s) of Crude Oil. The Company may negotiate with any such Third Party Supplier regarding the price and other terms of such potential Additional additional Xxxx Procurement Contract. The Company shall have no authority to bind Xxxx to, or enter into on Aron’s behalf, any Additional additional Xxxx Procurement Contract or Procurement Contract Assignment, and the Company shall not represent to any third party that it has such authority. If the Company has negotiated an offer from a Third Party Supplier for an Additional additional Xxxx Procurement Contract (and if relevant, Procurement Contract Assignment) that the Company wishes to be executed, the Company shall apprise Xxxx in writing writing, using the applicable trade sheet included in Schedule Q (the “Crude Procurement Request”), of the terms of such offer offer, and Xxxx shall promptly promptly, but no later than two (2) Business Days after the Company’s delivery of such applicable trade sheet (at which time the Crude Procurement Request shall terminate), determine and advise the Company as to whether Xxxx desires to accept such offer; provided that the Company agrees that the delivery of a Crude Procurement Request shall also obligate the Company to enter into the related intermonth spread as contemplated by Section 5.3(h) below and the Company shall be obligated to enter into such intermonth spread concurrently with or promptly following Aron’s execution of an Xxxx Procurement Contract. If Xxxx indicates its desire to accept such offer, then Xxxx shall promptly endeavor to formally communicate its acceptance of such offer to the Company and such Third Party Supplier so that the Third Party Supplier and Xxxx may enter into a binding Additional additional Xxxx Procurement Contract (and if relevant, Procurement Contract Assignment) provided that any Additional additional Xxxx Procurement Contract (and, if relevant, related Procurement Contract Assignment) shall require Aron’s express agreement and Xxxx shall not have any liability under or in connection with this Agreement if for any reason it, acting in good faith, does not agree to any proposed Additional additional Xxxx Procurement Contract or related Procurement Contract Assignment. If any Xxxx Procurement Contract is a term contract pursuant to which Xxxx may, from time to time, nominate a shipment by a Nomination Cutoff Date for expected delivery during a designated month, Xxxx will apprise the Company of such timing requirements relating to such Nomination Cutoff Date. (c) Xxxx may, in its discretion, acting in good faith, elect to reject any such offer to enter into an Xxxx Procurement Contract, provided that from time to time during the Term hereof Xxxx shall, upon the reasonable request of the Company, consult with the Company regarding those counterparties that Xxxx would be prepared to trade with as of the time of such consultation upon review of acceptable documentation as further contemplated herein. Aron’s decision to reject any such offer shall be based on such factors and considerations as Xxxx xxxxx relevant, which may include (without limitation) the proposed commercial terms, credit considerations (including credit quality and credit limits), reputational considerations, prior or current interactions between Xxxx and the proposed Third Party Supplier, the presence or absence of trading documentation between Xxxx and the proposed Third Party Supplier, the presence or absence of a pre-existing trading relationship with the proposed Third Party Supplier or the suitability of the proposed Third Party Supplier for such transaction. Without limiting the foregoing, any proposed Third Party Supplier shall be required to satisfy Aron’s internal requirements and policies as they relate to any applicable “know-your-customer” rules, anti-money laundering policies and procedures, laws, rules and regulations (including without limitation, the Patriot Act, rules and regulations of the Office of Foreign Assets Control) and other similar client identification and business conduct standard and dealing policies and procedures (including reputational considerations), in each case, as consistently applied by Xxxx and to have provided to Xxxx all material documentation and other information required by such policies and procedure and applicable regulatory authorities. Notwithstanding the foregoing, Xxxx shall not reject any such offer to enter into an Xxxx Procurement Contract with any counterparty based solely on the fact that such offer was presented to it by the Company hereunder where, at such time, Xxxx would otherwise have transacted with such counterparty on such terms and under all other applicable policies and limitations. (d) If the Company determines, in its reasonable judgment, that it is commercially beneficial for the Refinery to run a particular grade and/or volume of Crude Oil that is available from a Third Party Supplier that is not a counterparty with which Xxxx is then prepared to enter into a contract, then the Company may execute a contract Refinery Procurement Contract to acquire such Crude Oil for the Company’s account, with such Crude Oil constituting Other Barrels pursuant to Section 5.3(g)(ii) below. (de) Title With respect to each shipment of Crude Oil delivered under an Xxxx Procurement Contract and/or a Procurement Contract Assignment that provides for delivery at the SPM Delivery Point, (i) the Company and Xxxx shall automatically be deemed to have entered into a buy/sell transaction (each, an “SPM Buy/Sell Crude Transaction”) subject to and in accordance with the terms and conditions of the SPM Master Buy/Sell Crude Confirmation, with the Company buying such shipment of Crude Oil from Xxxx at the SPM Delivery Point (the “Crude Buy Leg”) and selling an equal quantity and quality of Crude Oil to Xxxx at the Crude Intake Point (the “Crude Sell Leg”), (ii) under the Crude Buy Leg of each SPM Buy/Sell Crude Transaction, the Company shall purchase from Xxxx the quantity of Crude Oil delivered under the relevant shipment with delivery and transfer of title and risk of loss all occurring at the SPM Delivery Point on the same basis as transfer of title and risk of loss are to occur under the Xxxx Procurement Contract and/or a Procurement Contract Assignment so that, simultaneously with the transfer of title to such Crude Oil from the Third Party Supplier to Xxxx, title to such Crude Oil is transferred from Xxxx to the Company and (iii) under the Crude Sell Leg of such SPM Buy/Sell Crude Transaction, the Company shall sell to Xxxx Crude Oil in a quantity equal to, and of a grade and quality at least equivalent to, that of the Crude Oil purchased by the Company under the Crude Buy Leg of such SPM Buy/Sell Crude Transaction, with delivery and transfer of title and risk of loss occurring at and as such Crude Oil passes the Crude Intake Point. With respect to each SPM Buy/Sell Crude Transaction, the parties acknowledge and agree that (A) any quantity shortfall, or grade or quality deficiency, with respect to the Crude Oil delivered under the Crude Sell Leg shall be borne by and is solely for the account of the Company, (B) as a result of the foregoing arrangements, title to Crude Oil shall be held exclusively by the Company at all times as and after such Crude Oil passes the SPM Delivery Point, while such Crude Oil is being held in or transported by any subsea hoses, subsea pipelines or other infrastructure connecting the SPM Delivery Point to the Crude Intake Point and until such Crude Oil passes the Crude Intake Point, (C) all such Crude Oil in which the Company holds title shall be subject to the security interest and lien in favor of Xxxx under the Lien Documents, (D) for purposes of calculating inventory measurements, determining cash settlements under Sections 10.1 and 10.2 and calculating any fees due hereunder or under any other Transaction Document, quantities of Crude Oil in which the Company has title as contemplated by clause (B) above shall not be counted as quantities of Crude Oil held in an Included Location and (E) for purposes hereof, neither an SPM Buy/Sell Crude Transaction nor the Crude Buy Leg or Crude Sell Leg thereunder shall constitute an Xxxx Procurement Contract, a Procurement Contract Assignment, or a Refinery Procurement Contract. (f) For deliveries of Crude Oil not made via the SPM Delivery Point, title for each quantity of Crude Oil delivered into a Crude Storage Tank shall pass, if delivered under a Procurement Contract, from the relevant Third Party Supplier as provided in the relevant Procurement Contract or, if not delivered under a Procurement Contract, from the Company pass to Xxxx, Xxxx as the Crude Oil passes the Crude Intake Point. The Parties acknowledge that the consideration due from Xxxx to the Company for any Crude Oil that is not delivered under a Procurement Contract will be reflected in the Monthly True-up Up Amounts determined following such delivery.delivery and in accordance with Schedule C. (eg) The Company agrees that, except as permitted under Section 5.3(b), (c) or (d), it will not purchase or acquire Crude Oil from any party other than Xxxx during the Term of this Agreement, unless otherwise consented following provisions shall be applicable to by Xxxx.Refinery Procured Barrels: (fi) No later than four the fifth (45th) Business Days prior to Day of the earliest Contract Cutoff Date in any Nomination month preceding a Delivery Month, the Company shall inform Xxxx whether the Company has purchased or intends to purchase any Crude Oil that is not being procured under a Refinery Procurement Contract for delivery during such Delivery Month (“Refinery Procured Barrels”). In connection with each such quantity of Refinery Procured Barrels, the Company shall provide to Xxxx a trade ticket stating the quantity, grade and delivery terms of such Refinery Procured Barrels expected to be delivered to the Crude Storage Tanks during such Delivery Month and, provided no Default or Event of Default with respect to the Company has occurred and is then continuing, the Company and Xxxx shall enter into an Xxxx Procurement Contract under which Xxxx shall purchase such quantity from the Company as and when it passes the Crude Intake Point and Xxxx shall promptly provide to the Company a written confirmation of such Xxxx Procurement Contract. If any change occurs in the quantity, grade or delivery terms of the Refinery Procured Barrels that the Company expects to procure for delivery during such month, the Company shall promptly advise Xxxx of such change and the related Delivery Month Xxxx Procurement Contract shall be modified accordingly. (ii) In the event that the Company enters into a Refinery Procurement Contract, but does not enter into a related Xxxx Procurement Contract pursuant to a trade ticket as contemplated under Section 5.3(g)(i) above, and the Crude Oil procured under such Refinery Procurement Contract is delivered to the Crude Storage Tanks (“Other Barrels”), then such Other Barrels shall be deemed sold to Xxxx as and when they pass the Crude Intake Point at the Current Month Pricing Benchmark, provided that prior to the delivery of any Other Barrels hereunder, the Parties shall establish procedures and mechanisms, reasonably satisfactory to Xxxx, for determining and reporting specific volumes of such Other Barrels. With respect to any Other Barrels that the Company expects to deliver to the Crude Storage Tanks, the Company shall give Xxxx written notice of such expected delivery at least ten (10) Business Days preceding the expected delivery month for such Other Barrels and in which case such notice the Company shall provide to Xxxx the quantity, grade and delivery terms of such Other Barrels expected to be delivered delivered. If thereafter any change occurs in the quantity, grade or delivery terms of the Other Barrels that the Company expects to procure for delivery during such month, the Company shall promptly advise Xxxx of such change. (h) Concurrently with or promptly after entering into an Xxxx Procurement Contract pursuant to Section 5.3(b), Xxxx and the Company shall agree to the Crude Storage Tanks during terms of the intermonth time spread transaction that the Parties have entered into in connection with such Delivery MonthXxxx Procurement Contract, which (unless otherwise agreed by Xxxx) shall consist of a time spread based on the period between cargo pricing and the expected delivery month, with pricing based on the first nearby ICE Xxxxx Futures for the Cargo Pricing Window (as defined in Schedule K) and the ICE Xxxxx calendar month swap for the relevant expected delivery month; provided that the Parties agree that each such time spread shall be a “Transaction” under and subject to the Master Agreement and Xxxx shall issue a confirmation of each such time spread confirming it as a “Transaction” under and subject to the Master Agreement.

Procurement of Crude Oil. (a) As of the Commencement Date, Xxxx shall have become the purchaser under the Existing Procurement Contract through executing a new Procurement Contract with the Third Party Supplier thereunder[Reserved.] (b) From time to time during the Term of this Agreement, the Company or Xxxx may propose that an Additional additional Procurement Contract be entered into, including any such Additional additional Procurement Contract as may be entered into in connection with the expiration of an outstanding Procurement Contract. If the Parties mutually agree to seek Additional additional Procurement Contracts, then the Company shall endeavor to identify quantities of Crude Oil that may be acquired on a spot or term basis from one or more Third Party Suppliers. The Company may negotiate with any such Third Party Supplier regarding the price and other terms of such potential Additional additional Procurement Contract. The Company shall have no authority to bind Xxxx to, or enter into on Aron’s behalf, any Additional additional Procurement Contract or Procurement Contract Assignment, and the Company shall not represent to any third party that it has such authority. If the Company has negotiated an offer from a Third Party Supplier for an Additional additional Procurement Contract (and if relevant, Procurement Contract Assignment) that the Company wishes to be executed, the Company shall apprise Xxxx in writing of the terms of such offer and offer, Xxxx shall promptly determine and advise the Company as to whether Xxxx desires to accept such offer. If Xxxx indicates its desire to accept such offer, then Xxxx shall promptly endeavor to formally communicate its acceptance of such offer to the Company and such Third Party Supplier so that the Third Party Supplier and Xxxx may enter into a binding Additional additional Procurement Contract (and if relevant, Procurement Contract Assignment) provided that any Additional additional Procurement Contract (and, if relevant, related Procurement Contract Assignment) shall require Aron’s express agreement and Xxxx shall not have any liability under or in connection with this Agreement if for any reason it, acting in good faith, does not agree to any proposed Additional additional Procurement Contract or related Procurement Contract Assignment. (c) If the Company determines, in its reasonable judgment, that it is commercially beneficial for the Refinery to run a particular grade and/or volume of Crude Oil that is available from a Third Party Supplier that is not a counterparty with which Xxxx is then prepared to enter into a contract, then the Company may execute a contract to acquire such Crude Oil for the Company’s account. (d) Title for each quantity of Crude Oil delivered into a Crude Storage Tank shall passpass to Xxxx, (i) if delivered under a Procurement ContractContract with a Third Party Supplier, from the relevant such Third Party Supplier as provided in the relevant Procurement Contract, (ii) if delivered under a Procurement Contract orwith the Company, at the upstream delivery point specified therein and (iii) if not delivered under a Procurement ContractContract (and whether such delivery is via an Included Crude Pipeline or another crude pipeline), from the Company to Xxxx, as the Crude Oil crude oil passes the Crude Intake Point. The Parties acknowledge that the consideration due from Xxxx to the Company for any Crude Oil crude oil that is not delivered under a Procurement Contract will be reflected in the Monthly True-up Amounts determined following such delivery.delivery and in accordance with Schedule C. (e) The Company agrees that, except as permitted under Section 5.3(b), (c) or (d), it will not purchase or acquire Crude Oil from any party other than Xxxx during the Term of this Agreement, unless otherwise consented to by Xxxx[Reserved.] (f) No later than four (4) Business Days prior to the earliest Contract Cutoff Date in any Nomination Month, the Company shall inform Xxxx whether the Company has purchased or intends to purchase any Crude Oil that is not being procured under a Procurement Contract for delivery during the related Delivery Month (“Other Barrels”), in which case the Company shall provide to Xxxx the quantity, grade and delivery terms of such Other Barrels expected to be delivered to the Crude Storage Tanks during such Delivery Month.

Procurement of Crude Oil. (a) As of the Commencement Date, Xxxx shall have become the purchaser under the Existing Procurement Contract through executing a new Procurement Contract with the Third Party Supplier thereunder[Reserved.] (b) From time to time during the Term of this Agreement, the Company or Xxxx may propose that an Additional additional Procurement Contract be entered into, including any such Additional additional Procurement Contract as may be entered into in connection with the expiration of an outstanding Procurement Contract. If the Parties mutually agree to seek Additional additional Procurement Contracts, then the Company shall endeavor to identify quantities of Crude Oil that may be acquired on a spot or term basis from one or more Third Party Suppliers. The Company may negotiate with any such Third Party Supplier regarding the price and other terms of such potential Additional additional Procurement Contract. The Company shall have no authority to bind Xxxx to, or enter into on Aron’s behalf, any Additional additional Procurement Contract or Procurement Contract Assignment, and the Company shall not represent to any third party that it has such authority. If the Company has negotiated an offer from a Third Party Supplier for an Additional additional Procurement Contract (and if relevant, Procurement Contract Assignment) that the Company wishes to be executed, the Company shall apprise Xxxx in writing of the terms of such offer and offer, Xxxx shall promptly determine and advise the Company as to whether Xxxx desires to accept such offer. If Xxxx indicates its desire to accept such offer, then Xxxx shall promptly endeavor to formally communicate its acceptance of such offer to the Company and such Third Party Supplier so that the Third Party Supplier and Xxxx may enter into a binding Additional additional Procurement Contract (and if relevant, Procurement Contract Assignment) provided that any Additional additional Procurement Contract (and, if relevant, related Procurement Contract Assignment) shall require Aron’s express agreement and Xxxx shall not have any liability under or in connection with this Agreement if for any reason it, acting in good faith, does not agree to any proposed Additional additional Procurement Contract or related Procurement Contract Assignment. (c) If the Company determines, in its reasonable judgment, that it is commercially beneficial for the Refinery to run a particular grade and/or volume of Crude Oil that is available from a Third Party Supplier that is not a counterparty with which Xxxx is then prepared to enter into a contract, then the Company may execute a contract to acquire such Crude Oil for the Company’s account.. 22 (d) Title for each quantity of Crude Oil delivered into a Crude Storage Tank shall passpass to Xxxx, (i) if delivered under a Procurement ContractContract with a Third Party Supplier, from the relevant such Third Party Supplier as provided in the relevant Procurement Contract, (ii) if delivered under a Procurement Contract orwith the Company, at the upstream delivery point specified therein and (iii) if not delivered under a Procurement ContractContract (and whether such delivery is via an Included Crude Pipeline or another crude pipeline), from the Company to Xxxx, as the Crude Oil crude oil passes the Crude Intake Point. The Parties acknowledge that the consideration due from Xxxx to the Company for any Crude Oil crude oil that is not delivered under a Procurement Contract will be reflected in the Monthly True-up Amounts determined following such delivery.delivery and in accordance with Schedule C. (e) The Company agrees that, except as permitted under Section 5.3(b), (c) or (d), it will not purchase or acquire Crude Oil from any party other than Xxxx during the Term of this Agreement, unless otherwise consented to by Xxxx[Reserved.] (f) No later than four (4) Business Days prior to the earliest Contract Cutoff Date in any Nomination Month, the Company shall inform Xxxx whether the Company has purchased or intends to purchase any Crude Oil that is not being procured under a Procurement Contract for delivery during the related Delivery Month (“Other Barrels”), in which case the Company shall provide to Xxxx the quantity, grade and delivery terms of such Other Barrels expected to be delivered to the Crude Storage Tanks during such Delivery Month.

Procurement of Crude Oil. (a) As of the Commencement Date, Xxxx shall may have become the purchaser under entered into or novated from the Existing Supplier/Offtaker one or more Xxxx Procurement Contract through executing a new Procurement Contract with Contracts for the Third Party Supplier thereunderpurchase of Crude Oil to be processed at the Refinery. (b) From time to time during the Term of this Agreement, the Company or Xxxx may propose that an Additional one or more additional Xxxx Procurement Contract Contracts be entered into, including any such Additional additional Xxxx Procurement Contract as may be entered into in connection with the expiration of an outstanding Xxxx Procurement Contract. If the Parties mutually agree to seek Additional additional Xxxx Procurement Contracts, then the Company shall endeavor to identify quantities of Crude Oil that may be acquired on a spot or term basis from one or more Third Party SuppliersSuppliers under contracts that provide for one or more shipment(s) of Crude Oil. The Company may negotiate with any such Third Party Supplier regarding the price and other terms of such potential Additional additional Xxxx Procurement Contract. The Company shall have no authority to bind Xxxx to, or enter into on Aron’s behalf, any Additional additional Xxxx Procurement Contract or Procurement Contract Assignment, and the Company shall not represent to any third party that it has such authority. If the Company has negotiated an offer from a Third Party Supplier for an Additional additional Xxxx Procurement Contract (and if relevant, Procurement Contract Assignment) that the Company wishes to be executed, the Company shall apprise Xxxx in writing writing, using the applicable trade sheet included in Schedule Q (the “Crude Procurement Request”), of the terms of such offer offer, and Xxxx shall promptly promptly, but no later than two (2) Business Days after the Company’s delivery of such applicable trade sheet (at which time the Crude Procurement Request shall terminate), determine and advise the Company as to whether Xxxx desires to accept such offer. If Xxxx indicates its desire to accept such offer, then Xxxx shall promptly endeavor to formally communicate its acceptance of such offer to the Company and such Third Party Supplier so that the Third Party Supplier and Xxxx may enter into a binding Additional additional Xxxx Procurement Contract (and if relevant, Procurement Contract Assignment) provided that any Additional additional Xxxx Procurement Contract (and, if relevant, related Procurement Contract Assignment) shall require Aron’s express agreement and Xxxx shall not have any liability under or in connection with this Agreement if for any reason it, acting in good faith, does not agree to any proposed Additional additional Xxxx Procurement Contract or related Procurement Contract Assignment. If any Xxxx Procurement Contract is a term contract pursuant to which Xxxx may, from time to time, nominate a shipment by a Nomination Cutoff Date for expected delivery during a designated month, Xxxx will apprise the Company of such timing requirements relating to such Nomination Cutoff Date. The Company acknowledges that the confirmation of an Xxxx Procurement Contract with a Third Party Supplier may be effected by Exchanged Confirmations. (c) Xxxx may, in its discretion, acting in good faith, elect to reject any such offer to enter into an Xxxx Procurement Contract, provided that from time to time during the Term hereof Xxxx shall, upon the reasonable request of the Company, consult with the Company regarding those counterparties that Xxxx would be prepared to trade with as of the time of such consultation upon review of acceptable documentation as further contemplated herein. Aron’s decision to reject any such offer shall be based on such factors and considerations as Xxxx xxxxx relevant, which may include (without limitation) the proposed commercial terms, credit considerations (including credit quality and credit limits), reputational considerations, prior or current interactions between Xxxx and the proposed Third Party Supplier, the presence or absence of trading documentation between Xxxx and the proposed Third Party Supplier, the presence or absence of a pre-existing trading relationship with the proposed Third Party Supplier or the suitability of the proposed Third Party Supplier for such transaction. Without limiting the foregoing, any proposed Third Party Supplier shall be required to satisfy Aron’s internal requirements and policies as they relate to any applicable “know-your-customer” rules, anti-money laundering policies and procedures, laws, rules and regulations (including without limitation, the Patriot Act, rules and regulations of the Office of Foreign Assets Control) and other similar client identification and business conduct standard and dealing policies and procedures (including reputational considerations), in each case, as consistently applied by Xxxx and to have provided to Xxxx all material documentation and other information required by such policies and procedure and applicable regulatory authorities. Notwithstanding the foregoing, Xxxx shall not reject any such offer to enter into an Xxxx Procurement Contract with any counterparty based solely on the fact that such offer was presented to it by the Company hereunder where, at such time, Xxxx would otherwise have transacted with such counterparty on such terms and under all other applicable policies and limitations. (d) If the Company determines, in its reasonable judgment, that it is commercially beneficial for the Refinery to run a particular grade and/or volume of Crude Oil that is available from a Third Party Supplier that is not a counterparty with which Xxxx is then prepared to enter into a contract, then the Company may execute a contract Refinery Procurement Contract to acquire such Crude Oil for the Company’s account, with such Crude Oil constituting Other Barrels pursuant to Section 5.3(g)(ii) below. (de) Title With respect to each shipment of Crude Oil delivered under an Xxxx Procurement Contract and/or a Procurement Contract Assignment that provides for delivery at the SPM Delivery Point, (i) the Company and Xxxx shall automatically be deemed to have entered into a buy/sell transaction (each, an “SPM Buy/Sell Crude Transaction”) subject to and in accordance with the terms and conditions of the SPM Master Buy/Sell Crude Confirmation, with the Company buying such shipment of Crude Oil from Xxxx at the SPM Delivery Point (the “Crude Buy Leg”) and selling an equal quantity and quality of Crude Oil to Xxxx at the Crude Intake Point (the “Crude Sell Leg”), (ii) under the Crude Buy Leg of each SPM Buy/Sell Crude Transaction, the Company shall purchase from Xxxx the quantity of Crude Oil delivered under the relevant shipment with delivery and transfer of title and risk of loss all occurring at the SPM Delivery Point on the same basis as transfer of title and risk of loss are to occur under the Xxxx Procurement Contract and/or a Procurement Contract Assignment so that, simultaneously with the transfer of title to such Crude Oil from the Third Party Supplier to Xxxx, title to such Crude Oil is transferred from Xxxx to the Company and (iii) under the Crude Sell Leg of such SPM Buy/Sell Crude Transaction, the Company shall sell to Xxxx Crude Oil in a quantity equal to, and of a grade and quality at least equivalent to, that of the Crude Oil purchased by the Company under the Crude Buy Leg of such SPM Buy/Sell Crude Transaction, with delivery and transfer of title and risk of loss occurring at and as such Crude Oil passes the Crude Intake Point. With respect to each SPM Buy/Sell Crude Transaction, the parties acknowledge and agree that (A) any quantity shortfall, or grade or quality deficiency, with respect to the Crude Oil delivered under the Crude Sell Leg shall be borne by and is solely for the account of the Company, (B) as a result of the foregoing arrangements, title to Crude Oil shall be held exclusively by the Company at all times as and after such Crude Oil passes the SPM Delivery Point, while such Crude Oil is being held in or transported by any subsea hoses, subsea pipelines or other infrastructure connecting the SPM Delivery Point to the Crude Intake Point and until such Crude Oil passes the Crude Intake Point, (C) all such Crude Oil in which the Company holds title shall be subject to the security interest and lien in favor of Xxxx under the Lien Documents, (D) for purposes of calculating inventory measurements, determining cash settlements under Sections 10.1 and 10.2 and calculating any fees due hereunder or under any other Transaction Document, quantities of Crude Oil in which the Company has title as contemplated by clause (B) above shall not be counted as quantities of Crude Oil held in an Included Location and (E) for purposes hereof, neither an SPM Buy/Sell Crude Transaction nor the Crude Buy Leg or Crude Sell Leg thereunder shall constitute an Xxxx Procurement Contract, a Procurement Contract Assignment, or a Refinery Procurement Contract. (f) For deliveries of Crude Oil not made via the SPM Delivery Point, title for each quantity of Crude Oil delivered into a Crude Storage Tank shall pass, if delivered under a Procurement Contract, from the relevant Third Party Supplier as provided in the relevant Procurement Contract or, if not delivered under a Procurement Contract, from the Company pass to Xxxx, Xxxx as the Crude Oil passes the Crude Intake Point. The Parties acknowledge that the consideration due from Xxxx to the Company for any Crude Oil that is not delivered under a Procurement Contract will be reflected in the Monthly True-up Up Amounts determined following such delivery.delivery and in accordance with Schedule C. (eg) The Company agrees that, except as permitted under Section 5.3(b), (c) or (d), it will not purchase or acquire Crude Oil from any party other than Xxxx during the Term of this Agreement, unless otherwise consented following provisions shall be applicable to by Xxxx.Refinery Procured Barrels: (fi) No later than four the fifth (45th) Business Days prior to Day of the earliest Contract Cutoff Date in any Nomination month preceding a Delivery Month, the Company shall inform Xxxx whether the Company has purchased or intends to purchase any Crude Oil that is not being procured under a Refinery Procurement Contract for delivery during such Delivery Month (“Refinery Procured Barrels”). In connection with each such quantity of Refinery Procured Barrels, the Company shall provide to Xxxx a trade ticket stating the quantity, grade and delivery terms of such Refinery Procured Barrels expected to be delivered to the Crude Storage Tanks during such Delivery Month and, provided no Default or Event of Default with respect to the Company has occurred and is then continuing, the Company and Xxxx shall enter into an Xxxx Procurement Contract under which Xxxx shall purchase such quantity from the Company as and when it passes the Crude Intake Point and Xxxx shall promptly provide to the Company a written confirmation of such Xxxx Procurement Contract. If any change occurs in the quantity, grade or delivery terms of the Refinery Procured Barrels that the Company expects to procure for delivery during such month, the Company shall promptly advise Xxxx of such change and the related Delivery Month Xxxx Procurement Contract shall be modified accordingly. With respect to any such confirmation issued by Xxxx to the Company in connection with an Xxxx Procurement Contract with the Company, if Xxxx does not receive from the Company either acceptance or notification of a bona fide error within five Business Days after receipt of such confirmation, then the Company shall be deemed to have accepted such confirmation, and such confirmation shall be effective and binding upon the Parties. (ii) In the event that the Company enters into a Refinery Procurement Contract, but does not enter into a related Xxxx Procurement Contract pursuant to a trade ticket as contemplated under Section 5.3(g)(i) above, and the Crude Oil procured under such Refinery Procurement Contract is delivered to the Crude Storage Tanks (“Other Barrels”), then such Other Barrels shall be deemed sold to Xxxx as and when they pass the Crude Intake Point at the Current Month Pricing Benchmark, provided that prior to the delivery of any Other Barrels hereunder, the Parties shall establish procedures and mechanisms, reasonably satisfactory to Xxxx, for determining and reporting specific volumes of such Other Barrels. With respect to any Other Barrels that the Company expects to deliver to the Crude Storage Tanks, the Company shall give Xxxx written notice of such expected delivery at least ten (10) Business Days preceding the expected delivery month for such Other Barrels and in which case such notice the Company shall provide to Xxxx the quantity, grade and delivery terms of such Other Barrels expected to be delivered delivered. If thereafter any change occurs in the quantity, grade or delivery terms of the Other Barrels that the Company expects to procure for delivery during such month, the Company shall promptly advise Xxxx of such change. (h) Concurrently with or promptly after entering into an Xxxx Procurement Contract pursuant to Section 5.3(b), Xxxx and the Company may agree to the Crude Storage Tanks during terms of the intermonth time spread transaction that the Parties have entered into in connection with such Delivery MonthXxxx Procurement Contract, which (unless otherwise agreed by Xxxx) shall consist of a time spread based on the period between cargo pricing and the expected delivery month, with pricing based on the first nearby ICE Xxxxx Futures for the Cargo Pricing Window (as defined in Schedule K) and the ICE Xxxxx calendar month swap for the relevant expected delivery month; provided that the Parties agree that each such time spread shall be a “Transaction” under and subject to the Master Agreement and Xxxx shall issue a confirmation of each such time spread confirming it as a “Transaction” under and subject to the Master Agreement.

Procurement of Crude Oil. (a) As of the Commencement Date, Procurement Contracts shall consist of (i) such Procurement Contracts as XXXX and Xxxx may have entered into and (ii) such Procurement Contracts with certain Third Party Suppliers as shall have become been novated from XXXX to Xxxx, in each case providing for the purchaser purchase of Crude Oil to be processed at the Refinery for April or May 2011. In connection with such novated Procurement Contracts, the parties acknowledge that, concurrently with the effectiveness of such novations, Xxxx and XXXX entered into transactions identical to the novated Procurement Contracts (the “Back-to-Back Contracts”), except with Xxxx as seller thereunder and certain other modifications as specified in a letter agreement between Xxxx and XXXX, dated April 27, 2011. The parties further acknowledge and agree that, as a result of such novated Procurement Contracts, the Back-to-Back Contracts and the terms of the XXXX Inventory Sales Agreement, (i) from and after the effectiveness of such novations to the Inventory Measurement Time under the Existing XXXX Inventory Sales Agreement, all Crude Oil delivered under the novated Procurement Contract through executing a new Procurement Contract with Contracts and the Back-to-Back Contracts shall have been or shall be transferred from the relevant Third Party Supplier thereunderto Xxxx and then from Xxxx to XXXX and (ii) from and after the Inventory Transfer Time under the XXXX Inventory Sales Agreement to the Inventory Measurement Time under the XXXX Inventory Sales Agreement, all such Crude Oil that is held or received at any of the Inventory Transfer Locations shall be transferred by XXXX to Xxxx under and in accordance with the terms of the XXXX Inventory Sales Agreement. (b) From time to time during the Term of this Agreement, the Company or Xxxx may propose that an Additional additional Procurement Contract be entered into, including any such Additional additional Procurement Contract as may be entered into in connection with the expiration of an outstanding Procurement Contract. If the Parties mutually agree to seek Additional additional Procurement Contracts, then the Company shall endeavor to identify quantities of Crude Oil that may be acquired on a spot or term basis from one or more Third Party Suppliers. The Company may negotiate with any such Third Party Supplier regarding the price and other terms of such potential Additional additional Procurement Contract. The Company shall have no authority to bind Xxxx to, or enter into on Aron’s behalf, any Additional Procurement Contract or Procurement Contract Assignment, and the Company shall not represent to any third party that it has such authority. If the Company has negotiated an offer from a Third Party Supplier for an Additional Procurement Contract (and if relevant, Procurement Contract Assignment) that the Company wishes to be executed, the Company shall apprise Xxxx in writing of the terms of such offer and Xxxx shall promptly determine and advise the Company as to whether Xxxx desires to accept such offer. If Xxxx indicates its desire to accept such offer, then Xxxx shall promptly endeavor to formally communicate its acceptance of such offer to the Company and such Third Party Supplier so that the Third Party Supplier and Xxxx may enter into a binding Additional Procurement Contract (and if relevant, Procurement Contract Assignment) provided that any Additional Procurement Contract (and, if relevant, related Procurement Contract Assignment) shall require Aron’s express agreement and Xxxx shall not have any liability under or in connection with this Agreement if for any reason it, acting in good faith, does not agree to any proposed Additional Procurement Contract or related Procurement Contract Assignment. (c) If the Company determines, in its reasonable judgment, that it is commercially beneficial for the Refinery to run a particular grade and/or volume of Crude Oil that is available from a Third Party Supplier that is not a counterparty with which Xxxx is then prepared to enter into a contract, then the Company may execute a contract to acquire such Crude Oil for the Company’s account. (d) Title for each quantity of Crude Oil delivered into a Crude Storage Tank shall pass, if delivered under a Procurement Contract, from the relevant Third Party Supplier as provided in the relevant Procurement Contract or, if not delivered under a Procurement Contract, from the Company to Xxxx, as the Crude Oil passes the Crude Intake Point. The Parties acknowledge that the consideration due from Xxxx to the Company for any Crude Oil that is not delivered under a Procurement Contract will be reflected in the Monthly True-up Amounts determined following such delivery. (e) The Company agrees that, except as permitted under Section 5.3(b), (c) or (d), it will not purchase or acquire Crude Oil from any party other than Xxxx during the Term of this Agreement, unless otherwise consented to by Xxxx. (f) No later than four (4) Business Days prior to the earliest Contract Cutoff Date in any Nomination Month, the Company shall inform Xxxx whether the Company has purchased or intends to purchase any Crude Oil that is not being procured under a Procurement Contract for delivery during the related Delivery Month (“Other Barrels”), in which case the Company shall provide to Xxxx the quantity, grade and delivery terms of such Other Barrels expected to be delivered to the Crude Storage Tanks during such Delivery Month.have

Procurement of Crude Oil. (a) As of the Commencement Date, Xxxx shall may have become entered into Procurement Contracts for the purchaser under purchase of Crude Oil to be processed at the Existing Procurement Contract through executing a new Procurement Contract with the Third Party Supplier thereunderRefinery. (b) From time to time during the Term of this Agreement, the Company or Xxxx may propose that an Additional additional Procurement Contract be entered into, including any such Additional additional Procurement Contract as may be entered into in connection with the expiration of an outstanding Procurement Contract. If the Parties mutually agree to seek Additional additional Procurement Contracts, then the Company shall endeavor to identify quantities of Crude Oil that may be acquired on a spot or term basis from one or more Third Party Suppliers. The Company may negotiate with any such Third Party Supplier regarding the price and other terms of such potential Additional additional Procurement Contract. The Company shall have no authority to bind Xxxx to, or enter into on Aron’s behalf, any Additional additional Procurement Contract or Procurement Contract Assignment, and the Company shall not represent to any third party that it has such authority. If the Company has negotiated an offer from a Third Party Supplier for an Additional additional Procurement Contract (and if relevant, Procurement Contract Assignment) that the Company wishes to be executed, the Company shall apprise Xxxx in writing of the terms of such offer and offer, Xxxx shall promptly determine and advise the Company as to whether Xxxx desires to accept such offer. If Xxxx indicates its desire to accept such offer, then Xxxx shall promptly endeavor to formally communicate its acceptance of such offer to the Company and such Third Party Supplier so that the Third Party Supplier and Xxxx may enter into a binding Additional additional Procurement Contract (and if relevant, Procurement Contract Assignment) provided that any Additional additional Procurement Contract (and, if relevant, related Procurement Contract Assignment) shall require Aron’s express agreement and Xxxx shall not have any liability under or in connection with this Agreement if for any reason it, acting in good faith, does not agree to any proposed Additional additional Procurement Contract or related Procurement Contract Assignment. (c) If the Company determines, in its reasonable judgment, that it is commercially beneficial for the Refinery to run a particular grade and/or volume of Crude Oil that is available from a Third Party Supplier that is not a counterparty with which Xxxx is then prepared to enter into a contract, then the Company may execute a contract to acquire such Crude Oil for the Company’s account. (d) Title for each quantity of Crude Oil delivered into a Crude Storage Tank shall passpass to Xxxx, (i) if delivered under a Procurement ContractContract with a Third Party Supplier, from the relevant such Third Party Supplier as provided in the relevant Procurement Contract, (ii) if delivered under a Procurement Contract orwith the Company, at the upstream delivery point specified therein and (iii) if not delivered under a Procurement ContractContract (and whether such delivery is via an Included Crude Pipeline or another crude pipeline), from the Company to Xxxx, as the Crude Oil passes the Crude Intake Point. The Parties acknowledge that the consideration due from Xxxx to the Company for any Crude Oil that is not delivered under a Procurement Contract will be reflected in the Monthly True-up Amounts determined following such delivery.delivery and in accordance with Schedule C. (e) The Company agrees that, except as permitted under Section 5.3(b), (c) or (d), it will not purchase or acquire Crude Oil from any party other than Xxxx during the Term of this Agreement, unless otherwise consented to by Xxxx[Reserved.] (f) No later than four (4) Business Days prior to the earliest Contract Cutoff Date in any Nomination Month, the Company shall inform Xxxx whether the Company has purchased or intends to purchase any Crude Oil that is not being procured under a Procurement Contract for delivery during the related Delivery Month (“Other Barrels”), in which case the Company shall provide to Xxxx the quantity, grade and delivery terms of such Other Barrels expected to be delivered to the Crude Storage Tanks during such Delivery Month.

Procurement of Crude Oil. (a) As of the Commencement Date, Xxxx shall may have become entered into Procurement Contracts for the purchaser under purchase of crude oil to be processed at the Existing Procurement Contract through executing a new Procurement Contract with the Third Party Supplier thereunderRefinery. (b) From time to time during the Term of this Agreement, the Company or Xxxx may propose that an Additional additional Procurement Contract be entered into, including any such Additional additional Procurement Contract as may be entered into in connection with the expiration of an outstanding Procurement Contract. If the Parties mutually agree to seek Additional additional Procurement Contracts, then the Company shall endeavor to identify quantities of Crude Oil that may be acquired on a spot or term basis from one or more Third Party Suppliers. The Company may negotiate with any such Third Party Supplier regarding the price and other terms of such potential Additional additional Procurement Contract. The Company shall have no authority to bind Xxxx to, or enter into on Aron’s behalf, any Additional additional Procurement Contract or Procurement Contract Assignment, and the Company shall not represent to PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. any third party that it has such authority. If the Company has negotiated an offer from a Third Party Supplier for an Additional additional Procurement Contract (and if relevant, Procurement Contract Assignment) that the Company wishes to be executed, the Company shall apprise Xxxx in writing writing, using the applicable trade sheet included in Schedule Q, of the terms of such offer and offer, Xxxx shall promptly determine and advise the Company as to whether Xxxx desires to accept such offer. If Xxxx indicates its desire to accept such offer, then Xxxx shall promptly endeavor to formally communicate its acceptance of such offer to the Company and such Third Party Supplier so that the Third Party Supplier and Xxxx may enter into a binding Additional additional Procurement Contract (and if relevant, Procurement Contract Assignment) provided that any Additional additional Procurement Contract (and, if relevant, related Procurement Contract Assignment) shall require Aron’s express agreement and Xxxx shall not have any liability under or in connection with this Agreement if for any reason it, acting in good faith, does not agree to any proposed Additional additional Procurement Contract or related Procurement Contract Assignment. (c) If the Company determines, in its reasonable judgment, that it is commercially beneficial for the Refinery to run a particular grade and/or volume of Crude Oil that is available from a Third Party Supplier that is not a counterparty with which Xxxx is then prepared to enter into a contract, then the Company may execute a contract to acquire such Crude Oil for the Company’s account. (d) Title for each quantity of Crude Oil delivered into a Crude Storage Tank shall passpass to Xxxx, (i) if delivered under a Procurement ContractContract with a Third Party Supplier, from the relevant such Third Party Supplier as provided in the relevant Procurement Contract, (ii) if delivered under a Procurement Contract orwith the Company, at the upstream delivery point specified therein and (iii) if not delivered under a Procurement ContractContract (and whether such delivery is via an Included Crude Pipeline or another crude pipeline), from the Company to Xxxx, as the Crude Oil crude oil passes the Crude Intake Point. The Parties acknowledge that the consideration due from Xxxx to the Company for any Crude Oil crude oil that is not delivered under a Procurement Contract will be reflected in the Monthly True-up Amounts determined following such delivery.delivery and in accordance with Schedule C. (e) The Company agrees that, except as permitted under Section 5.3(b), (c) or (d), it will not purchase or acquire Crude Oil from any party other than Xxxx during the Term of this Agreement, unless otherwise consented to by Xxxx[Reserved.] (f) No later than four (4) Business Days prior to the earliest Contract Cutoff Date in any Nomination Month, the Company shall inform Xxxx whether the Company has purchased or intends to purchase any Crude Oil that is not being procured under a Procurement Contract for delivery during the related Delivery Month (“Other Barrels”), in which case the Company shall provide to Xxxx the quantity, grade and delivery terms of such Other Barrels expected to be delivered to the Crude Storage Tanks during such Delivery Month.

Procurement of Crude Oil. (a) As of the Commencement Date, Xxxx shall Axxx may have become entered into Procurement Contracts for the purchaser under purchase of crude oil to be processed at the Existing Procurement Contract through executing a new Procurement Contract with the Third Party Supplier thereunderRefinery. (b) From time to time during the Term of this Agreement, the Company or Xxxx may propose that an Additional additional Procurement Contract be entered into, including any such Additional additional Procurement Contract as may be entered into in connection with the expiration of an outstanding Procurement Contract. If the Parties mutually agree to seek Additional additional Procurement Contracts, then the Company shall endeavor to identify quantities of Crude Oil that may be acquired on a spot or term basis from one or more Third Party Suppliers. The Company may negotiate with any such Third Party Supplier regarding the price and other terms of such potential Additional additional Procurement Contract. The Company shall have no authority to bind Xxxx Axxx to, or enter into on Aron’s 's behalf, any Additional additional Procurement Contract or Procurement Contract Assignment, and the Company shall not represent to any third party that it has such authority. If the Company has negotiated an offer from a Third Party Supplier for an Additional additional Procurement Contract (and if relevant, Procurement Contract Assignment) that the Company wishes to be executed, the Company shall apprise Xxxx Axxx in writing of the terms of such offer and Xxxx offer, Axxx shall promptly determine and advise the Company as to whether Xxxx Axxx desires to accept such offer. If Xxxx Axxx indicates its desire to accept such offer, then Xxxx Axxx shall promptly endeavor to formally communicate its acceptance of such offer to the Company and such Third Party Supplier so that the Third Party Supplier and Xxxx Axxx may enter into a binding Additional additional Procurement Contract (and if relevant, Procurement Contract Assignment) provided that any Additional additional Procurement Contract (and, if relevant, related Procurement Contract Assignment) shall require Aron’s 's express agreement and Xxxx Axxx shall not have any liability under or in connection with this Agreement if for any reason it, acting in good faith, does not agree to any proposed Additional additional Procurement Contract or related Procurement Contract Assignment. (c) If the Company determines, in its reasonable judgment, that it is commercially beneficial for the Refinery to run a particular grade and/or volume of Crude Oil that is available from a Third Party Supplier that is not a counterparty with which Xxxx Axxx is then prepared to enter into a contract, then the Company may execute a contract to acquire such Crude Oil for the Company’s 's account. (d) Title for each quantity of Crude Oil delivered into a Crude Storage Tank shall passpass to Axxx, (i) if delivered under a Procurement ContractContract with a Third Party Supplier, from the relevant such Third Party Supplier as provided in the relevant Procurement Contract, (ii) if delivered under a Procurement Contract orwith the Company, at the NY2-683668 upstream delivery point specified therein and (iii) if not delivered under a Procurement ContractContract (and whether such delivery is via an Included Crude Pipeline or another crude pipeline), from the Company to Xxxx, as the Crude Oil crude oil passes the Crude Intake Point. The Parties acknowledge that the consideration due from Xxxx Axxx to the Company for any Crude Oil crude oil that is not delivered under a Procurement Contract will be reflected in the Monthly True-up Amounts determined following such delivery.delivery and in accordance with Schedule C. (e) The Company agrees that, except as permitted under Section 5.3(b), (c) or (d), it will not purchase or acquire Crude Oil from any party other than Xxxx during the Term of this Agreement, unless otherwise consented to by Xxxx[Reserved.] (f) No later than four (4) Business Days prior to the earliest Contract Cutoff Date in any Nomination Month, the Company shall inform Xxxx Axxx whether the Company has purchased or intends to purchase any Crude Oil that is not being procured under a Procurement Contract for delivery during the related Delivery Month (“Other Barrels”), in which case the Company shall provide to Xxxx Axxx the quantity, grade and delivery terms of such Other Barrels expected to be delivered to the Crude Storage Tanks during such Delivery Month.

Procurement of Crude Oil. (a) As of the Commencement Date, Xxxx shall have become the purchaser under the Existing Procurement Contract through executing a new Procurement Contract with the Third Party Supplier thereunder. (b) From time to time during the Term of this Agreement, the Company or Xxxx may propose that an Additional Procurement Contract be entered into, including any such Additional Procurement Contract as may be entered into in connection with the expiration of an outstanding Procurement Contract. If the Parties mutually agree to seek Additional Procurement Contracts, then the Company shall endeavor to identify quantities of Crude Oil that may be acquired on a spot or term basis from one or more Third Party Suppliers. The Company may negotiate with any such Third Party Supplier regarding the price and other terms of such potential Additional Procurement Contract. The Company shall have no authority to bind Xxxx to, or enter into on Aron’s behalf, any Additional Procurement Contract or NY2- 672959 PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. Procurement Contract Assignment, and the Company shall not represent to any third party that it has such authority. If the Company has negotiated an offer from a Third Party Supplier for an Additional Procurement Contract (and if relevant, Procurement Contract Assignment) that the Company wishes to be executed, the Company shall apprise Xxxx in writing of the terms of such offer and Xxxx shall promptly determine and advise the Company as to whether Xxxx desires to accept such offer. If Xxxx indicates its desire to accept such offer, then Xxxx shall promptly endeavor to formally communicate its acceptance of such offer to the Company and such Third Party Supplier so that the Third Party Supplier and Xxxx may enter into a binding Additional Procurement Contract (and if relevant, Procurement Contract Assignment) provided that any Additional Procurement Contract (and, if relevant, related Procurement Contract Assignment) shall require Aron’s express agreement and Xxxx shall not have any liability under or in connection with this Agreement if for any reason it, acting in good faith, does not agree to any proposed Additional Procurement Contract or related Procurement Contract Assignment. (c) If the Company determines, in its reasonable judgment, that it is commercially beneficial for the Refinery to run a particular grade and/or volume of Crude Oil that is available from a Third Party Supplier that is not a counterparty with which Xxxx is then prepared to enter into a contract, then the Company may execute a contract to acquire such Crude Oil for the Company’s account. (d) Title for each quantity of Crude Oil delivered into a Crude Storage Tank shall pass, if delivered under a Procurement Contract, from the relevant Third Party Supplier as provided in the relevant Procurement Contract or, if not delivered under a Procurement Contract, from the Company to Xxxx, as the Crude Oil passes the Crude Intake Point. The Parties acknowledge that the consideration due from Xxxx to the Company for any Crude Oil that is not delivered under a Procurement Contract will be reflected in the Monthly True-up Amounts determined following such delivery. (e) The Company agrees that, except as permitted under Section 5.3(b), (c) or (d), it will not purchase or acquire Crude Oil from any party other than Xxxx during the Term of this Agreement, unless otherwise consented to by Xxxx. (f) No later than four (4) Business Days prior to the earliest Contract Cutoff Date in any Nomination Month, the Company shall inform Xxxx whether the Company has purchased or intends to purchase any Crude Oil that is not being procured under a Procurement Contract for delivery during the related Delivery Month (“Other Barrels”), in which case the Company shall provide to Xxxx the quantity, grade and delivery terms of such Other Barrels expected to be delivered to the Crude Storage Tanks during such Delivery Month.