Common use of REFINERY TURNAROUND, MAINTENANCE AND CLOSURE Clause in Contracts

REFINERY TURNAROUND, MAINTENANCE AND CLOSURE. 13.1 The Company shall promptly notify Xxxx in writing of the date for which any inspection, maintenance, restart or turnaround at the Refinery has been scheduled, or any revision to previously scheduled inspection, maintenance, restart or turnaround, which may affect receipts of Crude Oil at the Refinery or the Storage Facilities, the processing of Crude Oil in the Refinery or the delivery of Products to Xxxx or by Xxxx to the Company or any third parties; provided that, (i) promptly after the Company completes its annual business plan with respect to any year, it shall notify Xxxx of any such inspection, maintenance, restart or turnaround contemplated with respect to such year and (ii) the Company shall give Xxxx at least two (2) months’ prior written notice of any such scheduled inspection, maintenance, restart or turnaround. 13.2 The Company immediately shall notify Xxxx orally (followed by prompt written notice) of any previously unscheduled downtime, inspection, maintenance or turnaround and its expected duration. 13.3 In the event of a scheduled shutdown of the Refinery, the Company shall, to the extent feasible, complete processing of all Crude Oil being charged to, processed at or consumed in the Refinery at that time. (a) Subject to Section 13.4(b) below, if at any time Xxxx determines that all or any portion of the facilities constituting an Included Location (in each case, “Identified Facilities”) fail to satisfy Aron’s then applicable policies and procedures relating to the prudent maintenance and operation of storage tanks and pipeline facilities (“Aron’s Policies and Procedures”), and without limiting any other rights and remedies available to Xxxx hereunder or under any other Transaction Document, Xxxx may provide the Company notice of such failure so long as such failure is continuing and, if Xxxx provides such notice, the following provisions shall be applicable: (i) in the case of any Identified Facilities that are subject to the Storage Facility Agreement, upon such date as Xxxx PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. shall specify, such Identified Facilities shall cease to constitute an Included Location (or part of an Included Location) for purposes hereof and any payment to Xxxx in respect of any Crude Oil or Products held in such Identified Facilities shall become due in accordance with the provisions of Section 10 hereof; and (ii) in the case of any Identified Facilities that are subject to a Required Storage and Transportation Arrangement, the Parties shall endeavor as promptly as reasonably practicable to execute such rights, provide such notices, negotiate such reassignments or terminations and/or take such further actions as Xxxx xxxxx necessary or appropriate to terminate Aron’s status as the party entitled to use and/or hold Crude Oil or Products at such Identified Facilities and, concurrently with effecting the termination of such status, such Identified Facilities shall cease to constitute an Included Location (or part of an Included Location) for purposes hereof and any payment to Xxxx in respect of any Crude Oil or Products held in such Identified Facilities shall become due in accordance with the provisions of Section 10 hereof. (b) Aron’s rights under Section 13.4(a) above are subject to the following additional terms and conditions: (i) Xxxx shall apply Aron’s Policies and Procedures with respect to the Included Locations in a non-discriminatory manner as compared with other similar storage tanks and pipeline facilities utilized by Xxxx in a similar manner; (ii) If the failure of any Identified Facilities to satisfy Aron’s Policies and Procedures is a result of Aron’s Policies and Procedures exceeding the standards or requirements imposed under Applicable Law or good and prudent industry practice, then (1) Xxxx shall not require the removal of such Identified Facilities as Included Locations until the 120th day after giving the Company notice of such failure, (2) during such 120 day period, Xxxx shall consult with the Company in good faith to determine whether based on further information provided by the Company such Identified Facilities comply with Aron’s Policies and Procedures and/or whether additional actions or procedures can be taken or implemented so that, as a result, such Identified Facilities would comply with Aron’s Policies and Procedures, and (3) if it is determined that such Identified Facilities do comply with Aron’s Policies and Procedures or, as a result of such additional actions or procedures, such Identified Facilities become so compliant within such 120 day period, then such Identified Facilities shall not cease to be Included Locations based on the noncompliance stated in Aron’s notice to the Company; (iii) If within the 120 day period referred to in clause (ii)(2) above, the Company has identified and diligently commenced the implementation of additional actions or procedures that are intended to result in such Identified Facilities becoming compliant with Aron’s Policies and Procedures, but such implementation cannot through commercially reasonable efforts be completed within such 120 day period, then so long as the Company continues to diligently and in a commercially reasonable manner pursue the implementation of such additional actions and procedures, Xxxx will extend such 120 day period up for up to an additional 60 days to allow for such implementation to be completed and if such implementation is completed within such additional 60 day period, then such Identified PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. Facilities shall not cease to be Included Locations based on the noncompliance stated in Aron’s notice to the Company; and (iv) If any Identified Facilities cease to be Included Locations pursuant to Section 13.4(a) above and thereafter Xxxx determines, in its reasonable good faith judgment, that such Identified Facilities have become compliant with Aron’s Policies and Procedures, then Xxxx shall promptly cooperate with the Company to reestablish such Identified Facilities as Included Locations hereunder.

REFINERY TURNAROUND, MAINTENANCE AND CLOSURE. 13.1 The Company 14.1 LW shall be responsible for all operations and maintenance of Included Locations which are, directly or indirectly, owned by LW. LW shall promptly notify Xxxx Macquarie and the SIP in writing of the date for which any inspection, maintenance, restart or turnaround at the Included Locations, Refinery or the Refinery Facilities has been scheduled, or any revision to previously scheduled inspection, maintenance, restart or turnaround, which may affect receipts of Crude Oil at the Refinery or Refinery, the Storage FacilitiesIncluded Tanks, the processing of Crude Oil in the Refinery or the delivery of Products to Xxxx Macquarie or by Xxxx Macquarie to the Company Fuels or LW or any third parties; provided that, (i) promptly after the Company LW completes its annual business plan with respect to any year, it shall notify Xxxx Macquarie and the SIP of any such inspection, maintenance, restart or turnaround contemplated with respect to such year and (ii) the Company LW shall give Xxxx Macquarie and the SIP at least two (2) months’ prior written notice of the commencement of any such scheduled inspection, maintenance, restart or turnaround. 13.2 The Company immediately 14.2 LW shall promptly notify Xxxx Macquarie and the SIP orally (followed by prompt written notice) of (i) any previously unscheduled downtimedischarge into the environment of any Hydrocarbons, inspectionin a manner contrary to Applicable Law, maintenance or turnaround which discharge would reasonably be expected to result in a Material Adverse Change, and its expected duration(ii) the suspension, for a period in excess of twenty-four (24) hours, of more than 50% of the applicable daily forecasted production of all Products (taken as a whole) at the Refinery. 13.3 14.3 In the event of a scheduled shutdown of the Refinery, the Company Fuels or LW shall, to the extent feasible, complete processing of all Crude Oil being charged to, processed at or consumed in the Refinery at that time. (a) Subject to Section 13.4(b14.4(b) below, if at any time Xxxx Macquarie determines that all or any portion of the facilities constituting an Included Location (in each case, “Identified Facilities”) fail to satisfy AronMacquarie’s then applicable policies and procedures (such policies and procedures to be in reasonable accordance with and not to exceed industry, regulatory and customary practices) relating to the prudent maintenance and operation of storage tanks tanks, pipeline facilities, vessels and pipeline facilities other infrastructure used to store or transport crude oil and/or refined products (“AronMacquarie’s Policies and Procedures”), and without limiting any other rights and remedies available to Xxxx Macquarie hereunder or under any other Transaction Document, Xxxx Macquarie may provide the Company Fuels or LW notice of such failure so long as such failure is continuing and, if Xxxx Macquarie provides such notice, the following provisions shall be applicable: : (i) in the case of any Identified Facilities that are subject to the Storage Facility Agreement, upon such date as Xxxx PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. Macquarie shall specify, but not less than two hundred seventy (270) days after the date such notice is delivered to LW (so as to allow to LW time to remedy the non-compliance or other failure or to find substitute financial arrangements), such Identified Facilities shall cease to constitute an Included Location (or part of an Included Location) for purposes hereof and any payment to Xxxx Macquarie in respect of any Crude Oil or Products held in such Identified Facilities shall shall, unless such failure has been cured to the reasonable satisfaction of Macquarie, become due in accordance with the provisions of Section Article 10 hereof; and and (ii) in the case of any Identified Facilities that are subject to a Required Storage and Transportation Arrangement, the Parties shall endeavor endeavor, within not more than two hundred seventy (270) days after the date such notice is delivered to LW (so as promptly as reasonably practicable to allow to LW time to remedy the non-compliance or other failure or to find substitute financial arrangements), to execute such rights, provide such notices, negotiate such reassignments or terminations and/or take such further actions as Xxxx xxxxx Macquarie deems necessary or appropriate to terminate AronMacquarie’s status as the party entitled to use and/or hold Crude Oil or Products at such Identified Facilities and, concurrently with effecting the termination of such status, such Identified Facilities shall cease to constitute an Included Location (or part of an Included Location) for purposes hereof and any payment to Xxxx Macquarie in respect of any Crude Oil or Products held in such Identified Facilities shall become due in accordance with the provisions of Section Article 10 hereof. (b) AronMacquarie’s rights under Section 13.4(a14.4(a) above are subject to the following additional terms and conditions: (i) Xxxx Macquarie shall apply AronMacquarie’s Policies and Procedures with respect to the Included Locations in a non-discriminatory manner as compared with other similar storage tanks and pipeline facilities utilized by Xxxx Macquarie in a similar manner; (ii) If the failure of any Identified Facilities to satisfy AronMacquarie’s Policies and Procedures is a result of AronMacquarie’s Policies and Procedures exceeding the standards or requirements imposed under Applicable Law or good and prudent industry practice, then (1) Xxxx Macquarie shall not require the removal of such Identified Facilities as Included Locations until the 120th 270th day after giving the Company LW written notice of such failure, (2) during such 120 270 day period, Xxxx Macquarie shall consult with the Company LW in good faith to determine whether based on further information provided by the Company LW such Identified Facilities comply with AronMacquarie’s Policies and Procedures and/or whether additional actions or procedures can be taken or implemented so that, as a result, such Identified Facilities would comply with AronMacquarie’s Policies and Procedures, and (3) if it is determined that such Identified Facilities do comply with AronMacquarie’s Policies and Procedures or, as a result of such additional actions or procedures, such Identified Facilities become so compliant within such 120 270 day period, then such Identified Facilities shall not cease to be Included Locations based on the noncompliance stated in AronMacquarie’s notice to the CompanyLW; (iii) If within the 120 270 day period referred to in clause (ii)(2) above, the Company LW has identified and diligently commenced the implementation of additional actions or procedures that are intended to result in such Identified Facilities becoming compliant with AronMacquarie’s Policies and Procedures, but such implementation cannot through commercially reasonable efforts be completed within such 120 270 day period, then so long as the Company LW continues to diligently and in a commercially reasonable manner pursue the implementation of such additional actions and procedures, Xxxx will Macquarie shall extend such 120 270 day period up for up to an additional 60 ninety (90) days (or such longer period as the Parties may mutually agree) to allow for such implementation to be completed and if such implementation is completed within such additional 60 90 day periodperiod (or such longer period as the Parties may mutually agree), then such Identified PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. Facilities shall not cease to be Included Locations based on the noncompliance stated in AronMacquarie’s notice to the CompanyLW; and (iv) If any Identified Facilities cease to be Included Locations pursuant to Section 13.4(a14.4(a) above and thereafter Xxxx Macquarie determines, in its reasonable good faith judgment, that such Identified Facilities have become compliant with AronMacquarie’s Policies and Procedures, then Xxxx Macquarie shall promptly cooperate with the Company LW to reestablish such Identified Facilities as Included Locations hereunder.

REFINERY TURNAROUND, MAINTENANCE AND CLOSURE. 13.1 14.1 The Company shall be responsible for all operations and maintenance of Included Locations which are, directly or indirectly, owned by the Company. The Company shall promptly notify Xxxx Aron in writing of the date for which any inspection, maintenance, restart or turnaround at the Refinery or the Refinery Facilities has been scheduled, or any revision to previously scheduled inspection, maintenance, restart or turnaround, which may affect receipts of Crude Oil at the Refinery Refinery, the SPM or the Storage Facilities, the processing of Crude Oil in the Refinery or the delivery of Products to Xxxx Aron or by Xxxx Aron to the Company or any third parties; provided that, (i) promptly after the Company completes its annual business plan with respect to any year, it shall notify Xxxx Aron of any such inspection, maintenance, restart or turnaround contemplated with respect to such year and (ii) the Company shall give Xxxx Aron at least two (2) months’ prior written notice of any such scheduled inspection, maintenance, restart or turnaround. 13.2 14.2 The Company immediately shall promptly notify Xxxx Aron orally (followed by prompt written notice) of any previously unscheduled downtime, inspection, maintenance downtime at the Refinery hydrocracker or turnaround and its expected durationCrude Oil unit exceeding twenty-four (24) hours. 13.3 14.3 In the event of a scheduled shutdown of the Refinery, the Company shall, to the extent feasible, complete processing of all Crude Oil being charged to, processed at or consumed in the Refinery at that time. (a) Subject to Section 13.4(b14.4(b) below, if at any time Xxxx Aron determines that all or any portion of the facilities constituting an Included Location (in each case, “Identified Facilities”) fail to satisfy Aron’s then applicable policies and procedures (such policies and procedures to be in reasonable accordance with and not to exceed industry, regulatory and customary practices) relating to the prudent maintenance and operation of storage tanks tanks, pipeline facilities, vessels and pipeline facilities other infrastructure used to store or transport crude oil and/or refined products (“Aron’s Policies and Procedures”), and without limiting any other rights and remedies available to Xxxx Aron hereunder or under any other Transaction Document, Xxxx Aron may provide the Company notice of such failure so long as such failure is continuing and, if Xxxx Aron provides such notice, the following provisions shall be applicable: (i) in the case of any Identified Facilities that are subject to the Storage Facility Agreement, upon such date as Xxxx PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. Aron shall specify, such Identified Facilities shall cease to constitute an Included Location (or part of an Included Location) for purposes hereof and any payment to Xxxx Aron in respect of any Crude Oil or Products held in such Identified Facilities shall become due in accordance with the provisions of Section 10 hereof; and (ii) in the case of any Identified Facilities that are subject to a Required Storage and Transportation Arrangement, the Parties shall endeavor as promptly as reasonably practicable to execute such rights, provide such notices, negotiate such reassignments or terminations and/or take such further actions as Xxxx xxxxx Aron deems necessary or appropriate to terminate Aron’s status as the party entitled to use and/or hold Crude Oil or Products at such Identified Facilities and, concurrently with effecting the termination of such status, such Identified Facilities shall cease to constitute an Included Location (or part of an Included Location) for purposes hereof and any payment to Xxxx Aron in respect of any Crude Oil or Products held in such Identified Facilities shall become due in accordance with the provisions of Section 10 hereof. (b) Aron’s rights under Section 13.4(a14.4(a) above are subject to the following additional terms and conditions: (i) Xxxx Aron shall apply Aron’s Policies and Procedures with respect to the Included Locations in a non-discriminatory manner as compared with other similar storage tanks and pipeline facilities utilized by Xxxx Aron in a similar manner; (ii) If the failure of any Identified Facilities to satisfy Aron’s Policies and Procedures is a result of Aron’s Policies and Procedures exceeding the standards or requirements imposed under Applicable Law or good and prudent industry practice, then (1) Xxxx Aron shall not require the removal of such Identified Facilities as Included Locations until the 120th day after giving the Company written notice of such failure, unless in Aron’s reasonable judgment such failure presents an imminent risk relating to such Identified Facility in which case Aron may require that such Identified Facility immediately cease to constitute an Included Location and the terms of Section 14.4(a) shall immediately become applicable, (2) during such 120 day period, Xxxx Aron shall consult with the Company in good faith to determine whether based on further information provided by the Company such Identified Facilities comply with Aron’s Policies and Procedures and/or whether additional actions or procedures can be taken or implemented so that, as a result, such Identified Facilities would comply with Aron’s Policies and Procedures, and (3) if it is determined that such Identified Facilities do comply with Aron’s Policies and Procedures or, as a result of such additional actions or procedures, such Identified Facilities become so compliant within such 120 day period, then such Identified Facilities shall not cease to be Included Locations based on the noncompliance stated in Aron’s notice to the Company; (iii) If within the 120 day period referred to in clause (ii)(2) above, the Company has identified and diligently commenced the implementation of additional actions or procedures that are intended to result in such Identified Facilities becoming compliant with Aron’s Policies and Procedures, but such implementation cannot through commercially reasonable efforts be completed within such 120 day period, then so long as the Company continues to diligently and in a commercially reasonable manner pursue the implementation of such additional actions and procedures, Xxxx Aron will extend such 120 day period up for up to an additional 60 days (or such longer period as the Parties may mutually agree) to allow for such implementation to be completed and if such implementation is completed within such additional 60 day periodperiod (or such longer period as the Parties may mutually agree), then such Identified PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. Facilities shall not cease to be Included Locations based on the noncompliance stated in Aron’s notice to the Company; and (iv) If any Identified Facilities cease to be Included Locations pursuant to Section 13.4(a14.4(a) above and thereafter Xxxx Aron determines, in its reasonable good faith judgment, that such Identified Facilities have become compliant with Aron’s Policies and Procedures, then Xxxx Aron shall promptly cooperate with the Company to reestablish such Identified Facilities as Included Locations hereunder.

REFINERY TURNAROUND, MAINTENANCE AND CLOSURE. 13.1 The Company shall promptly notify Xxxx in writing of the date for which any inspection, maintenance, . restart or turnaround at the Refinery has been scheduled, or any revision to previously scheduled inspection, maintenance, restart or turnaround, which may affect receipts of Crude Oil at the Refinery or the Storage Facilities, the processing of Crude Oil in the Refinery or the delivery of Products to Xxxx or by Xxxx to the Company or any third parties; provided that, in any event, such notice shall have been given at least twenty (i20) promptly after Business Days prior to the Company completes its annual business plan with respect to any year, it shall notify Xxxx commencement of any such inspection, maintenance, restart or turnaround contemplated turnaround. The Parties shall cooperate with respect to such year and (ii) the Company shall give Xxxx at least two (2) months’ prior written notice of any such scheduled each other in establishing inspection, maintenance, restart maintenance and turnaround schedules that do not unnecessarily interfere with the receipt of Crude Oil that Xxxx has committed to purchase or turnaroundthe delivery of Products that Xxxx has committed to sell. 13.2 The Company shall immediately shall notify Xxxx orally (followed by prompt written notice) of any previously unscheduled downtime, inspection, maintenance or turnaround and its expected duration. 13.3 In the event of a scheduled shutdown of the Refinery, the Company shall, to the extent feasible, complete processing of all Crude Oil being charged to, processed at or consumed in the Refinery at that time. (a) Subject to Section 13.4(b) below, if at any time Xxxx determines that all or any portion of the facilities constituting an Included Location (in each case, “Identified Facilities”) fail to satisfy Aron’s then applicable policies and procedures relating to the prudent maintenance and operation of storage tanks and pipeline facilities (“Aron’s Policies and Procedures”), and without limiting any other rights and remedies available to Xxxx hereunder or under any other Transaction Document, Xxxx may provide the Company notice of such failure so long as such failure is continuing and, if Xxxx provides such notice, the following provisions shall be applicable: (i) in the case of any Identified Facilities that are subject to the Storage Facility Agreement, upon such date as Xxxx PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. shall specify, such Identified Facilities shall cease to constitute an Included Location (or part of an Included Location) for purposes hereof and any payment to Xxxx in respect of any Crude Oil or Products held in such Identified Facilities shall become due in accordance with the provisions of Section Article 10 hereof; and (ii) in the case of any Identified Facilities that are subject to a Required Storage and Transportation Arrangement, the Parties shall endeavor as promptly as reasonably practicable to execute such rights, provide such notices, negotiate such reassignments or terminations and/or take such further actions as Xxxx xxxxx necessary or appropriate to terminate Aron’s status as the party entitled to use and/or hold Crude Oil or Products at such Identified Facilities and, concurrently with effecting the termination of such status, such Identified Facilities shall cease to constitute an Included Location (or part of an Included Location) for purposes hereof and any payment to Xxxx in respect of any Crude Oil or Products held in such Identified Facilities shall become due in accordance with the provisions of Section Article 10 hereof. (ba) Aron’s rights under Section 13.4(a) above are subject to the following additional terms and conditions: (i) Xxxx shall apply Aron’s Policies and Procedures with respect to the Included Locations in a non-discriminatory manner as compared with other similar storage tanks and pipeline facilities utilized by Xxxx in a similar manner; (ii) If the failure of any Identified Facilities to satisfy Aron’s Policies and Procedures is a result of Aron’s Policies and Procedures exceeding the standards or requirements imposed under Applicable Law or good and prudent industry practice, then (1) Xxxx shall not require the removal of such Identified Facilities as Included Locations until the 120th day after giving the Company notice of such failure, (2) during such 120 day period, Xxxx shall consult with the Company in good faith to determine whether based on further information provided by the Company such Identified Facilities comply with Aron’s Policies and Procedures and/or whether additional actions or procedures can be taken or implemented so that, as a result, such Identified Facilities would comply with Aron’s Policies and Procedures, and (3) if it is determined that such Identified Facilities do comply with Aron’s Policies and Procedures or, as a result of such additional actions or procedures, such Identified Facilities become so compliant within such 120 day period, then such Identified Facilities shall not cease to be Included Locations based on the noncompliance stated in Aron’s notice to the Company; (iii) If within the 120 day period referred to in clause (ii)(2) above, the Company has identified and diligently commenced the implementation of additional actions or procedures that are intended to result in such Identified Facilities becoming compliant with Aron’s Policies and Procedures, but such implementation cannot through commercially reasonable efforts be completed within such 120 day period, then so long as the Company continues to diligently and in a commercially reasonable manner pursue the implementation of such additional actions and procedures, Xxxx will extend such 120 day period up for up to an additional 60 days to allow for such implementation to be completed and if such implementation is completed within such additional 60 day period, then such Identified PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. Facilities shall not cease to be Included Locations based on the noncompliance stated in Aron’s notice to the Company; and (iv) If any Identified Facilities cease to be Included Locations pursuant to Section 13.4(a) above and thereafter Xxxx determines, in its reasonable good faith judgment, that such Identified Facilities have become compliant with Aron’s Policies and Procedures, then Xxxx shall promptly cooperate with the Company to reestablish such Identified Facilities as Included Locations hereunder.

REFINERY TURNAROUND, MAINTENANCE AND CLOSURE. 13.1 16.1 Promptly upon request by Macquarie, acting reasonably, and in any event no later than five (5) Business Days following the end of each Delivery Month and to the extent it is permitted to do so contractually and is not otherwise subject to any confidentiality restrictions, the Company shall use commercially reasonable efforts to promptly deliver to Macquarie information relating to projected downtime at the Refinery, changes to the expected consumption of Permitted Feedstock or any other feedstocks, negotiations with suppliers, and such other information that Macquarie may reasonably request. 16.2 The Company shall (i) promptly notify Xxxx Macquarie of any discharge into the environment of any Renewables, in writing a manner contrary to Applicable Law, which discharge would reasonably be expected to result in a Material Adverse Change, and (ii) use commercially reasonable efforts to notify Macquarie promptly of the date suspension, for which any inspectiona period in excess of twenty-four (24) hours, maintenance, restart or turnaround of more than 50% of the applicable daily forecasted production of all Renewable Products (taken as a whole) at the Refinery has been scheduled, or any revision to previously scheduled inspection, maintenance, restart or turnaround, which may affect receipts of Crude Oil at the Refinery or the Storage Facilities, the processing of Crude Oil as set forth in the Refinery or the delivery of Products to Xxxx or by Xxxx to the Company or any third partiesWeekly Renewable Product Projection; provided that, (i) promptly after the Company completes its annual business plan with respect to any yearin each case, it shall notify Xxxx of any such inspection, maintenance, restart or turnaround contemplated with respect to such year notice must first be delivered orally and (ii) the Company shall give Xxxx at least two (2) months’ prior written notice of any such scheduled inspection, maintenance, restart or turnaround. 13.2 The Company immediately shall notify Xxxx orally (followed by prompt written notice) of any previously unscheduled downtime, inspection, maintenance or turnaround and its expected duration. 13.3 16.3 In the event of a scheduled shutdown of the Refinery, the Company shall, to the extent feasible, feasible and commercially reasonable (as determined in accordance with Accepted Industry Practice) complete processing of all Crude Oil Permitted Feedstock being charged to, processed at or consumed in the Refinery at that time. (a) 16.4 Subject to Section 13.4(b) 16.5 below, if at any time Xxxx determines Macquarie determines, in accordance with the terms of the Storage and Services Agreement, that the maintenance and operation of all or any portion of the facilities constituting an Included Storage Location (in each case, “Identified Facilities”) in accordance with Vertex Refining’s or the Company’s policies and procedures would fail to satisfy Aron’s then applicable policies and procedures relating to the prudent maintenance and operation of storage tanks and pipeline facilities (“AronMacquarie’s Policies and Procedures”), and without limiting any other rights and remedies available to Xxxx hereunder or under any other Transaction Document, Xxxx then Macquarie may provide the Company notice of such failure for so long as such failure is continuing and, if Xxxx continuing. If Macquarie provides notice of such noticefailure to the Company, the following provisions shall be applicable: apply: (i) in the case of any Identified Facilities that are subject to the Storage Facility and Services Agreement, upon such date as Xxxx PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. Macquarie shall specify, but not less than two hundred seventy (270) days after the date such notice is delivered to the Company in accordance with the terms of the Storage and Services Agreement (so as to allow the Company time to remedy the non-compliance or other failure or to allow the Company to find substitute financial arrangements), such Identified Facilities shall cease to constitute an Included Storage Location (or part of an Included Storage Location) for purposes hereof and any payment to Xxxx Macquarie in respect of any Crude Oil Permitted Feedstock or Renewable Products held in such Identified Facilities shall shall, unless such failure has been cured to the reasonable satisfaction of Macquarie, become due in accordance with the provisions of Section 10 Article 12 hereof; and and (ii) in the case of any Identified Facilities that are subject to a Required Storage and Transportation Arrangement, the Parties shall endeavor endeavor, within not more than two hundred seventy (270) days after the date such notice is delivered to the Company and to Vertex Refining (so as promptly as reasonably practicable to allow the Company time to remedy the non-compliance or other failure or to allow the Company find substitute financial arrangements), to execute such rights, provide such notices, negotiate such reassignments or terminations and/or take such further actions as Xxxx xxxxx Macquarie deems necessary or appropriate to terminate AronMacquarie’s status as the party entitled to use and/or hold Crude Oil Permitted Feedstock or Renewable Products at such Identified Facilities and, concurrently with effecting the termination of such status, such Identified Facilities shall cease to constitute an Included Storage Location (or part of an Included Storage Location) for purposes hereof and any payment to Xxxx Macquarie in respect of any Crude Oil Permitted Feedstock or Renewable Products held in such Identified Facilities shall become due in accordance with the provisions of Section 10 Article 12 hereof. (b) Aron’s rights under Section 13.4(a) above are subject to the following additional terms and conditions: (i) Xxxx shall apply Aron’s Policies and Procedures with respect to the Included Locations in a non-discriminatory manner as compared with other similar storage tanks and pipeline facilities utilized by Xxxx in a similar manner; (ii) If the failure of any Identified Facilities to satisfy Aron’s Policies and Procedures is a result of Aron’s Policies and Procedures exceeding the standards or requirements imposed under Applicable Law or good and prudent industry practice, then (1) Xxxx shall not require the removal of such Identified Facilities as Included Locations until the 120th day after giving the Company notice of such failure, (2) during such 120 day period, Xxxx shall consult with the Company in good faith to determine whether based on further information provided by the Company such Identified Facilities comply with Aron’s Policies and Procedures and/or whether additional actions or procedures can be taken or implemented so that, as a result, such Identified Facilities would comply with Aron’s Policies and Procedures, and (3) if it is determined that such Identified Facilities do comply with Aron’s Policies and Procedures or, as a result of such additional actions or procedures, such Identified Facilities become so compliant within such 120 day period, then such Identified Facilities shall not cease to be Included Locations based on the noncompliance stated in Aron’s notice to the Company; (iii) If within the 120 day period referred to in clause (ii)(2) above, the Company has identified and diligently commenced the implementation of additional actions or procedures that are intended to result in such Identified Facilities becoming compliant with Aron’s Policies and Procedures, but such implementation cannot through commercially reasonable efforts be completed within such 120 day period, then so long as the Company continues to diligently and in a commercially reasonable manner pursue the implementation of such additional actions and procedures, Xxxx will extend such 120 day period up for up to an additional 60 days to allow for such implementation to be completed and if such implementation is completed within such additional 60 day period, then such Identified PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. Facilities shall not cease to be Included Locations based on the noncompliance stated in Aron’s notice to the Company; and (iv) If any Identified Facilities cease to be Included Locations pursuant to Section 13.4(a) above and thereafter Xxxx determines, in its reasonable good faith judgment, that such Identified Facilities have become compliant with Aron’s Policies and Procedures, then Xxxx shall promptly cooperate with the Company to reestablish such Identified Facilities as Included Locations hereunder.

REFINERY TURNAROUND, MAINTENANCE AND CLOSURE. 13.1 The Company shall promptly notify Xxxx in writing of the date for which any inspection, maintenance, restart or turnaround at the Refinery has been scheduled, or any revision to previously scheduled inspection, maintenance, restart or turnaround, which may affect receipts of Crude Oil at the Refinery or the Storage Facilities, the processing of Crude Oil in the Refinery or the delivery of Products to Xxxx or by Xxxx to the Company or any third parties; provided that, (i) promptly after the Company completes its annual business plan with respect to any year, it shall notify Xxxx of any such inspection, maintenance, restart or turnaround contemplated with respect to such year and (ii) the Company shall give Xxxx at least two (2) months’ prior written notice of any such scheduled inspection, maintenance, restart or turnaround. 13.2 The Company immediately shall notify Xxxx orally (followed by prompt written notice) of any previously unscheduled downtime, inspection, maintenance or turnaround and its expected duration. 13.3 In the event of a scheduled shutdown of the Refinery, the Company shall, to the extent feasible, complete processing of all Crude Oil being charged to, processed at or consumed in the Refinery at that time. (a) Subject to Section 13.4(b) below, if at any time Xxxx determines that all or any portion of the facilities constituting an Included Location (in each case, “Identified Facilities”) fail to satisfy Aron’s then applicable policies and procedures relating to the prudent maintenance and operation of storage tanks and pipeline facilities (“Aron’s Policies and Procedures”), and without limiting any other rights and remedies available to Xxxx hereunder or under any other Transaction Document, Xxxx may provide the Company notice of such failure so long as such failure is continuing and, if Xxxx provides such notice, the following provisions shall be applicable: (i) in the case of any Identified Facilities that are subject to the Storage Facility Agreement, upon such date as Xxxx PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. shall specify, such Identified Facilities shall cease to constitute an Included Location (or part of an Included Location) for purposes hereof and any payment to Xxxx in respect of any Crude Oil or Products held in such Identified Facilities shall become due in accordance with the provisions of Section Article 10 hereof; and (ii) in the case of any Identified Facilities that are subject to a Required Storage and Transportation Arrangement, the Parties shall endeavor as promptly as reasonably practicable to execute such rights, provide such notices, negotiate such reassignments or terminations and/or take such further actions as Xxxx xxxxx necessary or appropriate to terminate Aron’s status as the party entitled to use and/or hold Crude Oil or Products at such Identified Facilities and, concurrently with effecting the termination of such status, such Identified Facilities shall cease to constitute an Included Location (or part of an Included Location) for purposes hereof and any payment to Xxxx in respect of any Crude Oil or Products held in such Identified Facilities shall become due in accordance with the provisions of Section Article 10 hereof. (ba) Aron’s rights under Section 13.4(a) above are subject to the following additional terms and conditions: (i) Xxxx shall apply Aron’s Policies and Procedures with respect to the Included Locations in a non-discriminatory manner as compared with other similar storage tanks and pipeline facilities utilized by Xxxx in a similar manner; (ii) If the failure of any Identified Facilities to satisfy Aron’s Policies and Procedures is a result of Aron’s Policies and Procedures exceeding the standards or requirements imposed under Applicable Law or good and prudent industry practice, then (1) Xxxx shall not require the removal of such Identified Facilities as Included Locations until the 120th day after giving the Company notice of such failure, (2) during such 120 day period, Xxxx shall consult with the Company in good faith to determine whether based on further information provided by the Company such Identified Facilities comply with Aron’s Policies and Procedures and/or whether additional actions or procedures can be taken or implemented so that, as a result, such Identified Facilities would comply with Aron’s Policies and Procedures, and (3) if it is determined that such Identified Facilities do comply with Aron’s Policies and Procedures or, as a result of such additional actions or procedures, such Identified Facilities become so compliant within such 120 day period, then such Identified Facilities shall not cease to be Included Locations based on the noncompliance stated in Aron’s notice to the Company; (iii) If within the 120 day period referred to in clause (ii)(2) above, the Company has identified and diligently commenced the implementation of additional actions or procedures that are intended to result in such Identified Facilities becoming compliant with Aron’s Policies and Procedures, but such implementation cannot through commercially reasonable efforts be completed within such 120 day period, then so long as the Company continues to diligently and in a commercially reasonable manner pursue the implementation of such additional actions and procedures, Xxxx will extend such 120 day period up for up to an additional 60 days to allow for such implementation to be completed and if such implementation is completed within such additional 60 day period, then such Identified PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. Facilities shall not cease to be Included Locations based on the noncompliance stated in Aron’s notice to the Company; and (iv) If any Identified Facilities cease to be Included Locations pursuant to Section 13.4(a) above and thereafter Xxxx determines, in its reasonable good faith judgment, that such Identified Facilities have become compliant with Aron’s Policies and Procedures, then Xxxx shall promptly cooperate with the Company to reestablish such Identified Facilities as Included Locations hereunder.