Common use of Right to Enter into a New Agreement Clause in Contracts

Right to Enter into a New Agreement. (a) In the event that HFRM provides prior written notice to HEP Operating of the desire of HFRM to extend this Agreement by written mutual agreement of the Parties pursuant to Section 7, the Parties shall negotiate in good faith to extend this Agreement by written mutual agreement, but, if such negotiations fail to produce a written mutual agreement for extension by a date six (6) months prior to the termination date, then HEP Operating shall have the right to negotiate to enter into one or more services agreements for HFRM’s Minimum Capacity Commitment for the Facility with one or more third parties to begin after the date of termination, provided, however, that until the end of one year following termination without renewal of this Agreement, HFRM will have the right to enter into a new services agreement with HEP Operating with respect to its Minimum Capacity Commitment on the date of termination on commercial terms that substantially match the terms upon which HEP Operating propose to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity of the Facility. In such circumstances, HEP Operating shall give HFRM forty-five (45) days prior written notice of any proposed new services agreement with a third party, and such notice shall inform HFRM of the fee schedules, tariffs, duration and any other material terms of the proposed third party agreement and HFRM shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM shall lose the rights specified by this Section 8(a) with respect to the capacity that is the subject of such notice. (b) In the event that HFRM fails to provide prior written notice to HEP Operating of the desire of HFRM to extend this Agreement by written mutual agreement of the Parties pursuant to Section 7, HEP Operating shall have the right, during the period from the date of HFRM’s failure to provide written notice pursuant to Section 7 to the date of termination of this Agreement, to negotiate to enter into one or more services agreements for HFRM’s Minimum Capacity Commitment for the Facility with one or more third parties to begin after the date of termination; provided, however, that at any time during the twelve (12) months prior to the expiration of the Term, HFRM will have the right to enter into a new services agreement with HEP Operating with respect to its existing Minimum Capacity Commitment at such time on commercial terms that substantially match the terms upon which HEP Operating proposes to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity at the Facility. In such circumstances, HEP Operating shall give HFRM forty-five (45) days prior written notice of any proposed new services agreement with a third party, and such notice shall inform HFRM of the fee schedules, tariffs, duration and any other material terms of the proposed third party agreement and HFRM shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM shall lose the rights specified by this Section 8(b) with respect to the capacity that is the subject of such notice.

Right to Enter into a New Agreement. (a) In the event that HFRM Xxxxx Tulsa provides prior written notice to HEP Operating Tulsa and HEP Storage-Tulsa of the desire of HFRM Xxxxx Tulsa to extend this Agreement by written mutual agreement of the Parties pursuant to Section 7Parties, the Parties shall negotiate in good faith to extend this Agreement by written mutual agreement, but, if such negotiations fail to produce a written mutual agreement for extension by a date six (6) months prior to the termination date, then HEP Operating Tulsa and HEP Storage-Tulsa shall have the right to negotiate to enter into one or more services pipelines, tankage and loading agreements for HFRM’s Minimum Capacity Commitment for the Facility with one or more third parties to begin after the date of termination, ; provided, however, that until the end of one year following termination without renewal of this Agreement, HFRM Xxxxx Tulsa will have the right to enter into a new services pipelines, tankage and loading agreement with HEP Operating with respect to its Minimum Capacity Commitment on the date of termination Tulsa or HEP Storage-Tulsa on commercial terms that substantially match the terms upon which HEP Operating Tulsa or HEP Storage-Tulsa, as applicable, propose to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity of the FacilityGroup 1 Assets or the Group 2 Assets or the Interconnecting Pipelines. In such circumstances, HEP Operating Tulsa or HEP Storage-Tulsa, as applicable, shall give HFRM Xxxxx Tulsa forty-five (45) days prior written notice of any proposed new services pipelines, tankage and loading agreement with a third party, and such notice shall inform HFRM Xxxxx Tulsa of the fee schedules, tariffs, duration and any other material terms of the proposed third party agreement and HFRM Xxxxx Tulsa shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM Xxxxx Tulsa shall lose the rights specified by this Section 8(a7(a) with respect to the capacity assets that is are the subject of such notice. (b) In the event that HFRM Xxxxx Tulsa fails to provide prior written notice to HEP Operating Tulsa and HEP Storage-Tulsa of the desire of HFRM Xxxxx Tulsa to extend this Agreement by written mutual agreement of the Parties pursuant to Section 76, HEP Operating Tulsa and HEP Storage-Tulsa shall have the right, during the period from the date of HFRMXxxxx Tulsa’s failure to provide written notice pursuant to Section 7 6 to the date of termination of this Agreement, to negotiate to enter into one or more services agreements for HFRM’s Minimum Capacity Commitment for the Facility a new pipelines, tankage and loading agreement with one or more a third parties to begin after the date of terminationparty; provided, however, that at any time during the twelve (12) months prior to the expiration of the Term, HFRM Xxxxx Tulsa will have the right to enter into a new services pipelines, tankage and loading agreement with HEP Operating with respect to its existing Minimum Capacity Commitment at such time Tulsa or HEP Storage-Tulsa on commercial terms that substantially match the terms upon which HEP Operating proposes Tulsa or HEP Storage-Tulsa, as applicable, propose to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity at the FacilityGroup 1 Assets or the Group 2 Assets or the Interconnecting Pipelines. In such circumstances, HEP Operating Tulsa or HEP Storage-Tulsa, as applicable, shall give HFRM Xxxxx Tulsa forty-five (45) days prior written notice of any proposed new services pipelines, tankage and loading agreement with a third party, and such notice shall inform HFRM Xxxxx Tulsa of the fee schedules, tariffs, duration and any other material terms of the proposed third party agreement and HFRM Xxxxx Tulsa shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM Xxxxx Tulsa shall lose the rights specified by this Section 8(b7(b) with respect to the capacity assets that is are the subject of such notice.

Right to Enter into a New Agreement. (a) In the event that HFRM Frontier Cheyenne provides prior written notice to HEP Operating Cheyenne Logistics of the desire of HFRM Frontier Cheyenne to extend this Agreement by written mutual agreement of the Parties pursuant to Section 7Parties, the Parties shall negotiate in good faith to extend this Agreement by written mutual agreement, but, if such negotiations fail to produce a written mutual agreement FIRST AMENDED AND RESTATED TANKAGE, LOADING RACK AND CRUDE OIL RECEIVING THROUGHPUT AGREEMENT (CHEYENNE) for extension by a date six (6) months prior to the termination date, then HEP Operating Cheyenne Logistics shall have the right to negotiate to enter into one or more services crude oil receiving, tankage and loading agreements for HFRM’s Minimum Capacity Commitment for the Facility with one or more third parties to begin after the date of termination, ; provided, however, that until the end of one year following termination without renewal of this Agreement, HFRM Frontier Cheyenne will have the right to enter into a new services crude oil receiving, tankage and loading agreement with HEP Operating with respect to its Minimum Capacity Commitment on the date of termination Cheyenne Logistics on commercial terms that substantially match the terms upon which HEP Operating propose Cheyenne Logistics proposes to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity of the FacilityCheyenne Assets. In such circumstances, HEP Operating Cheyenne Logistics shall give HFRM Frontier Cheyenne forty-five (45) days prior written notice of any proposed new services crude oil receiving, tankage and loading agreement with a third party, and such notice shall inform HFRM Frontier Cheyenne of the fee schedules, tariffs, duration and any other material terms of the proposed third party agreement and HFRM Frontier Cheyenne shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM Frontier Cheyenne shall lose the rights specified by this Section 8(a7(a) with respect to the capacity assets that is are the subject of such notice. (b) In the event that HFRM Frontier Cheyenne fails to provide prior written notice to HEP Operating Cheyenne Logistics of the desire of HFRM Frontier Cheyenne to extend this Agreement by written mutual agreement of the Parties pursuant to Section 76, HEP Operating Cheyenne Logistics shall have the right, during the period from the date of HFRMFrontier Cheyenne’s failure to provide written notice pursuant to Section 7 6 to the date of termination of this Agreement, to negotiate to enter into one or more services agreements for HFRM’s Minimum Capacity Commitment for the Facility a new crude oil receiving, tankage and loading agreement with one or more a third parties to begin after the date of terminationparty; provided, however, that at any time during the twelve (12) months prior to the expiration of the Term, HFRM Frontier Cheyenne will have the right to enter into a new services crude oil receiving, tankage and loading agreement with HEP Operating with respect to its existing Minimum Capacity Commitment at such time Cheyenne Logistics on commercial terms that substantially match the terms upon which HEP Operating Cheyenne Logistics proposes to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity at the FacilityCheyenne Assets. In such circumstances, HEP Operating Cheyenne Logistics shall give HFRM Frontier Cheyenne forty-five (45) days prior written notice of any proposed new services crude oil receiving, tankage and loading agreement with a third party, and such notice shall inform HFRM Frontier Cheyenne of the fee schedules, tariffs, duration and any other material terms of the proposed third party agreement and HFRM Frontier Cheyenne shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM Frontier Cheyenne shall lose the rights specified by this Section 8(b7(b) with respect to the capacity assets that is are the subject of such notice.

Right to Enter into a New Agreement. (a) In the event that HFRM Navajo provides prior written notice to HEP Operating Lovington of the desire of HFRM Navajo to extend this Agreement by written mutual agreement of the Parties pursuant to Section 7Parties, the Parties shall negotiate in good faith to extend this Agreement by written mutual agreement, but, if such negotiations fail to produce a written mutual agreement for extension by a date six (6) months prior to the termination date, then HEP Operating Lovington shall have the right to negotiate to enter into one or more services loading agreements for HFRM’s Minimum Capacity Commitment for the Facility with one or more third parties to begin after the date of termination, provided, however, provided that until the end of one year following termination without renewal of this Agreement, HFRM Navajo will have the right to enter into a new services loading agreement with HEP Operating with respect to its Minimum Capacity Commitment on the date of termination Lovington on commercial terms that substantially match the terms upon which HEP Operating Lovington propose to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity of the FacilityLoading Rack. In such circumstances, HEP Operating Lovington shall give HFRM Navajo forty-five (45) days prior written notice of any proposed new services loading agreement with a third party, and such notice shall inform HFRM Navajo of the fee schedules, tariffs, duration and any other material terms of the proposed third party agreement and HFRM Navajo shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM Navajo shall lose the rights specified by this Section 8(a6(a) with respect to the capacity assets that is are the subject of such notice. (b) In the event that HFRM Navajo fails to provide prior written notice to HEP Operating Lovington of the desire of HFRM Navajo to extend this Agreement by written mutual agreement of the Parties pursuant to Section 75, HEP Operating Lovington shall have the right, during the period from the date of HFRMNavajo’s failure to provide written notice pursuant to Section 7 5 to the date of termination of this Agreement, to negotiate to enter into one or more services agreements for HFRM’s Minimum Capacity Commitment for the Facility a new loading agreement with one or more a third parties to begin after the date of terminationparty; provided, however, that at any time during the twelve (12) months prior to the expiration of the Term, HFRM Navajo will have the right to enter into a new services loading agreement with HEP Operating with respect to its existing Minimum Capacity Commitment at such time Lovington on commercial terms that substantially match the terms upon which HEP Operating proposes Lovington propose to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity at the FacilityLoading Rack. In such circumstances, HEP Operating Lovington shall give HFRM Navajo forty-five (45) days prior written notice of any proposed new services loading agreement with a third party, and such notice shall inform HFRM Navajo of the fee schedules, tariffs, duration and any other material terms of the proposed third party agreement and HFRM Navajo shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM Navajo shall lose the rights specified by this Section 8(b6(b) with respect to the capacity assets that is are the subject of such notice.

Right to Enter into a New Agreement. (a) In the event that HFRM provides prior written notice to HEP Operating of the desire of HFRM to extend this Agreement by written mutual agreement of the Parties pursuant to Section 7, the Parties shall negotiate in good faith to extend this Agreement by written mutual agreement, but, if such negotiations fail to produce a written mutual agreement for extension by a date six (6) months prior to the termination date, then HEP Operating shall have the right to negotiate to enter into one or more throughput or transportation services agreements for HFRM’s Minimum Capacity Commitment for the Facility Pipeline System with one or more third parties to begin after the date of termination, provided, however, that until the end of one year following termination without renewal of this Agreement, HFRM will have the right to enter into a new throughput or transportation services agreement with HEP Operating with respect to its Minimum Capacity Commitment on the date of termination on commercial terms that substantially match the terms upon which HEP Operating propose to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity of the FacilityPipeline System. In such circumstances, HEP Operating shall give HFRM forty-five (45) days prior written notice of any proposed new services pipelines throughput agreement with a third party, and such notice shall inform HFRM of the fee schedules, tariffs, duration and any other material terms of the proposed third party agreement and HFRM shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM shall lose the rights specified by this Section 8(a) with respect to the capacity that is the subject of such notice. (b) In the event that HFRM fails to provide prior written notice to HEP Operating of the desire of HFRM to extend this Agreement by written mutual agreement of the Parties pursuant to Section 7, HEP Operating shall have the right, during the period from the date of HFRM’s failure to provide written notice pursuant to Section 7 to the date of termination of this Agreement, to negotiate to enter into one or more throughput or transportation services agreements for HFRM’s Minimum Capacity Commitment for the Facility Pipeline System with one or more third parties to begin after the date of termination; provided, however, that at any time during the twelve (12) months prior to the expiration of the Term, HFRM will have the right to enter into a new services pipelines throughput agreement with HEP Operating with respect to its existing Minimum Capacity Commitment at such time on commercial terms that substantially match the terms upon which HEP Operating proposes to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity at on the FacilityPipeline System. In such circumstances, HEP Operating shall give HFRM forty-five (45) days prior written notice of any proposed new services pipelines throughput agreement with a third party, and such notice shall inform HFRM of the fee schedules, tariffs, duration and any other material terms of the proposed third party agreement and HFRM shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM shall lose the rights specified by this Section 8(b) with respect to the capacity that is the subject of such notice.

Right to Enter into a New Agreement. (a) In the event that HFRM Xxxxx Tulsa provides prior written notice to HEP Operating Tulsa and HEP Storage-Tulsa of the desire of HFRM Xxxxx Tulsa to extend this Agreement by written mutual agreement of the Parties pursuant to Section 7Parties, the Parties shall negotiate in good faith to extend this Agreement by written mutual agreement, but, if such negotiations fail to produce a written mutual agreement for extension by a date six (6) months prior to the termination date, then HEP Operating Tulsa and HEP Storage-Tulsa shall have the right to negotiate to enter into one or more services pipelines, tankage and loading agreements for HFRM’s Minimum Capacity Commitment for the Facility with one or more third parties to begin after the date of termination, ; provided, however, that until the end of one year following termination without renewal of this Agreement, HFRM Xxxxx Tulsa will have the right to enter into a new services pipelines, tankage and loading agreement with HEP Operating with respect to its Minimum Capacity Commitment on the date of termination Tulsa or HEP Storage-Tulsa on commercial terms that substantially match the terms upon which HEP Operating Tulsa or HEP Storage-Tulsa, as applicable, propose to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity of the FacilityGroup 1 Assets or the Group 2 Assets. In such circumstances, HEP Operating Tulsa or HEP Storage-Tulsa, as applicable, shall give HFRM Xxxxx Tulsa forty-five (45) days prior written notice of any proposed new services pipelines, tankage and loading agreement with a third party, and such notice shall inform HFRM Xxxxx Tulsa of the fee schedules, tariffs, duration and any other material terms of the proposed third party agreement and HFRM Xxxxx Tulsa shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM Xxxxx Tulsa shall lose the rights specified by this Section 8(a7(a) with respect to the capacity assets that is are the subject of such notice. (b) In the event that HFRM Xxxxx Tulsa fails to provide prior written notice to HEP Operating Tulsa and HEP Storage-Tulsa of the desire of HFRM Xxxxx Tulsa to extend this Agreement by written mutual agreement of the Parties pursuant to Section 76, HEP Operating Tulsa and HEP Storage-Tulsa shall have the right, during the period from the date of HFRMXxxxx Tulsa’s failure to provide written notice pursuant to Section 7 6 to the date of termination of this Agreement, to negotiate to enter into one or more services agreements for HFRM’s Minimum Capacity Commitment for the Facility a new pipelines, tankage and loading agreement with one or more a third parties to begin after the date of terminationparty; provided, however, that at any time during the twelve (12) months prior to the expiration of the Term, HFRM Xxxxx Tulsa will have the right to enter into a new services pipelines, tankage and loading agreement with HEP Operating with respect to its existing Minimum Capacity Commitment at such time Tulsa or HEP Storage-Tulsa on commercial terms that substantially match the terms upon which HEP Operating proposes Tulsa or HEP Storage-Tulsa, as applicable, propose to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity at the FacilityGroup 1 Assets or the Group 2 Assets. In such circumstances, HEP Operating Tulsa or HEP Storage-Tulsa, as applicable, shall give HFRM Xxxxx Tulsa forty-five (45) days prior written notice of any proposed new services pipelines, tankage and loading agreement with a third party, and such notice shall inform HFRM Xxxxx Tulsa of the fee schedules, tariffs, duration and any other material terms of the proposed third party agreement and HFRM Xxxxx Tulsa shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM Xxxxx Tulsa shall lose the rights specified by this Section 8(b7(b) with respect to the capacity assets that is are the subject of such notice.

Right to Enter into a New Agreement. (a) In the event that HFRM Frontier El Dorado provides prior written notice to HEP Operating El Dorado Logistics of the desire of HFRM Frontier El Dorado to extend this Agreement by written mutual agreement of the Parties pursuant to Section 7Parties, the Parties shall negotiate in good faith to extend this Agreement by written mutual agreement, but, if such negotiations fail to produce a written mutual agreement for extension by a date six (6) months prior to the termination date, then HEP Operating El Dorado Logistics shall have the right to negotiate to enter into one or more services pipeline delivery, tankage and loading agreements for HFRM’s Minimum Capacity Commitment for the Facility with one or more third parties to begin after the date of termination, ; provided, however, that until the end of one year following termination without renewal of this Agreement, HFRM Frontier El Dorado will have the right to enter into a new services pipeline delivery, tankage and loading agreement with HEP Operating with respect to its Minimum Capacity Commitment on the date of termination El Dorado Logistics on commercial terms that substantially match the terms upon which HEP Operating propose El Dorado Logistics proposes to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity of the FacilityEl Dorado Assets. In such circumstances, HEP Operating El Dorado Logistics shall give HFRM Frontier El Dorado forty-five (45) days prior written notice of any proposed new services pipeline delivery, tankage and loading agreement with a third party, and such notice shall inform HFRM Frontier El Dorado of the fee schedules, tariffs, duration and any other material terms of the proposed third party agreement and HFRM Frontier El Dorado shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM Frontier El Dorado shall lose the rights specified by this Section 8(a7(a) with respect to the capacity assets that is are the subject of such notice. (b) In the event that HFRM Frontier El Dorado fails to provide prior written notice to HEP Operating El Dorado Logistics of the desire of HFRM Frontier El Dorado to extend this Agreement by written mutual agreement of the Parties pursuant to Section 76, HEP Operating El Dorado Logistics shall have the right, during the period from the date of HFRMFrontier El Dorado’s failure to provide written notice pursuant to Section 7 6 to the date of termination of this Agreement, to negotiate to enter into one or more services agreements for HFRM’s Minimum Capacity Commitment for the Facility a new pipeline delivery, tankage and loading agreement with one or more a third parties to begin after the date of terminationparty; provided, however, that at any time during the twelve (12) months prior to the expiration of the Term, HFRM Frontier El Dorado will have the right to enter into a new services pipeline delivery, tankage and loading agreement with HEP Operating with respect to its existing Minimum Capacity Commitment at such time El Dorado Logistics on commercial terms that substantially match the terms upon which HEP Operating El Dorado Logistics proposes to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity at the FacilityEl Dorado Assets. In such circumstances, HEP Operating El Dorado Logistics shall give HFRM Frontier El Dorado forty-five (45) days prior written notice of any proposed new services pipeline delivery, tankage and loading agreement with a third party, and such notice shall inform HFRM Frontier El Dorado of the fee schedules, tariffs, duration and any other material terms of the proposed third party agreement and HFRM Frontier El Dorado shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM Frontier El Dorado shall lose the rights specified by this Section 8(b7(b) with respect to the capacity assets that is are the subject of such notice.

Right to Enter into a New Agreement. (a) In the event that HFRM provides prior written notice to HEP Operating of the desire of HFRM to extend this Agreement by written mutual agreement of the Parties pursuant to Section 7Parties, the Parties shall negotiate in good faith to extend this Agreement by written mutual agreement, but, if such negotiations fail to produce a written mutual agreement for extension by a date six (6) months prior to the termination date, then HEP Operating shall have the right to negotiate to enter into one or more services pipeline and terminal agreements for HFRM’s Minimum Capacity Commitment for the Facility with one or more third parties to begin after the date of termination, provided, however, provided that until the end of one year following termination without renewal of this Agreement, HFRM will have the right to enter into a new services pipelines and terminals agreement with HEP Operating with respect to its Minimum Capacity Commitment on the date of termination on commercial terms that substantially match the terms upon which HEP Operating propose proposes to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity of the FacilityRefined Product Pipelines or Refined Product Terminals. In such circumstances, HEP Operating shall give HFRM forty-five (45) days prior written notice of any proposed new services pipelines and terminals agreement with a third party, and such notice shall inform HFRM of the fee schedules, tariffs, duration and any other material terms of the proposed third party agreement and HFRM shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM shall lose the rights specified by this Section 8(a7(a) with respect to the capacity assets that is are the subject of such notice. (b) In the event that HFRM fails to provide prior written notice to HEP Operating of the desire of HFRM to extend this Agreement by written mutual agreement of the Parties pursuant to Section 76, HEP Operating shall have the right, during the period from the date of HFRM’s failure to provide written notice pursuant to Section 7 6 to the date of termination of this Agreement, to negotiate to enter into one or more services agreements for HFRM’s Minimum Capacity Commitment for the Facility a new pipelines and terminals agreement with one or more a third parties to begin after the date of termination; providedparty, however, provided however that at any time during the twelve (12) months prior to the expiration of the Term, HFRM will have the right to enter into a new services pipelines and terminals agreement with HEP Operating with respect to its existing Minimum Capacity Commitment at such time on commercial terms that substantially match the terms upon which HEP Operating proposes to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity at the FacilityRefined Product Pipelines or Refined Product Terminals. In such circumstances, HEP Operating shall give HFRM forty-five (45) days prior written notice of any proposed new services pipelines agreement with a third party, and such notice shall inform HFRM of the fee schedules, tariffs, duration and any other material terms of the proposed third party agreement and HFRM shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM shall lose the rights specified by this Section 8(b7(b) with respect to the capacity assets that is are the subject of such notice.

Right to Enter into a New Agreement. (a) In the event that HFRM Frontier El Dorado provides prior written notice to HEP Operating El Dorado Logistics of the desire of HFRM Frontier El Dorado to extend this Agreement by written mutual agreement of the Parties pursuant to Section 7Parties, the Parties shall negotiate in good faith to extend this Agreement by written mutual agreement, but, if such negotiations fail to produce a written mutual agreement for extension by a date six (6) months prior to the termination date, then HEP Operating El Dorado Logistics shall have the right to negotiate to enter into one or more services pipeline delivery, tankage and loading FIRST AMENDED AND RESTATED PIPELINE DELIVERY, TANKAGE AND LOADING RACK THROUGHPUT AGREEMENT (EL DORADO) agreements for HFRM’s Minimum Capacity Commitment for the Facility with one or more third parties to begin after the date of termination, ; provided, however, that until the end of one year following termination without renewal of this Agreement, HFRM Frontier El Dorado will have the right to enter into a new services pipeline delivery, tankage and loading agreement with HEP Operating with respect to its Minimum Capacity Commitment on the date of termination El Dorado Logistics on commercial terms that substantially match the terms upon which HEP Operating propose El Dorado Logistics proposes to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity of the FacilityEl Dorado Assets. In such circumstances, HEP Operating El Dorado Logistics shall give HFRM Frontier El Dorado forty-five (45) days prior written notice of any proposed new services pipeline delivery, tankage and loading agreement with a third party, and such notice shall inform HFRM Frontier El Dorado of the fee schedules, tariffs, duration and any other material terms of the proposed third party agreement and HFRM Frontier El Dorado shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM Frontier El Dorado shall lose the rights specified by this Section 8(a7(a) with respect to the capacity assets that is are the subject of such notice. (b) In the event that HFRM Frontier El Dorado fails to provide prior written notice to HEP Operating El Dorado Logistics of the desire of HFRM Frontier El Dorado to extend this Agreement by written mutual agreement of the Parties pursuant to Section 76, HEP Operating El Dorado Logistics shall have the right, during the period from the date of HFRMFrontier El Dorado’s failure to provide written notice pursuant to Section 7 6 to the date of termination of this Agreement, to negotiate to enter into one or more services agreements for HFRM’s Minimum Capacity Commitment for the Facility a new pipeline delivery, tankage and loading agreement with one or more a third parties to begin after the date of terminationparty; provided, however, that at any time during the twelve (12) months prior to the expiration of the Term, HFRM Frontier El Dorado will have the right to enter into a new services pipeline delivery, tankage and loading agreement with HEP Operating with respect to its existing Minimum Capacity Commitment at such time El Dorado Logistics on commercial terms that substantially match the terms upon which HEP Operating El Dorado Logistics proposes to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity at the FacilityEl Dorado Assets. In such circumstances, HEP Operating El Dorado Logistics shall give HFRM Frontier El Dorado forty-five (45) days prior written notice of any proposed new services pipeline delivery, tankage and loading agreement with a third party, and such notice shall inform HFRM Frontier El Dorado of the fee schedules, tariffs, duration and any other material terms of the proposed third party agreement and HFRM Frontier El Dorado shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM Frontier El Dorado shall lose the rights specified by this Section 8(b7(b) with respect to the capacity assets that is are the subject of such notice.

Right to Enter into a New Agreement. (a) In the event that HFRM provides the Hxxxx Entities provide prior written notice to HEP Operating the Partnership Entities of the desire of HFRM the Hxxxx Entities to extend this Agreement by written mutual agreement of the Parties pursuant to Section 7Parties, the Parties shall negotiate in good faith to extend this Agreement by written mutual agreement, but, if such negotiations fail to produce a written mutual agreement for extension by a date six (6) months prior to the termination date, then HEP Operating the Partnership Entities shall have the right to negotiate to enter into one or more services pipeline and tankage agreements for HFRM’s Minimum Capacity Commitment for the Facility with one or more third parties to begin after the date of termination, provided, however, provided that until the end of one year following termination without renewal of this Agreement, HFRM the Hxxxx Entities will have the right to enter into a new services pipelines and tankage agreement with HEP Operating with respect to its Minimum Capacity Commitment on the date of termination Partnership Entities on commercial terms that substantially match the terms upon which HEP Operating the Partnership Entities propose to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity of the FacilityDrop-Down Assets. In such circumstances, HEP Operating the Partnership Entities shall give HFRM the Hxxxx Entities forty-five (45) days prior written notice of any proposed new services pipelines and tankage agreement with a third party, and such notice shall inform HFRM the Hxxxx Entities of the fee schedules, tariffs, duration and any other material terms of the proposed third party agreement and HFRM the Hxxxx Entities shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM the Hxxxx Entities shall lose the rights specified by this Section 8(a7(a) with respect to the capacity assets that is are the subject of such notice. (b) In the event that HFRM fails the Hxxxx Entities fail to provide prior written notice to HEP Operating the Partnership Entities of the desire of HFRM the Hxxxx Entities to extend this Agreement by written mutual agreement of the Parties pursuant to Section 76, HEP Operating the Partnership Entities shall have the right, during the period from the date of HFRM’s the Hxxxx Entities’ failure to provide written notice pursuant to Section 7 6 to the date of termination of this Agreement, to negotiate to enter into one or more services agreements for HFRM’s Minimum Capacity Commitment for the Facility a new pipelines and tankage agreement with one or more a third parties to begin after the date of termination; providedparty, however, provided however that at any time during the twelve (12) months prior to the expiration of the Term, HFRM the Hxxxx Entities will have the right to enter into a new services pipelines and tankage agreement with HEP Operating with respect to its existing Minimum Capacity Commitment at such time the Partnership Entities on commercial terms that substantially match the terms upon which HEP Operating proposes the Partnership Entities propose to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity at the FacilityDrop-Down Assets. In such circumstances, HEP Operating the Partnership Entities shall give HFRM the Hxxxx Entities forty-five (45) days prior written notice of any proposed new services pipelines and tankage agreement with a third party, and such notice shall inform HFRM the Hxxxx Entities of the fee schedules, tariffs, duration and any other material terms of the proposed third party agreement and HFRM the Hxxxx Entities shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM the Hxxxx Entities shall lose the rights specified by this Section 8(b7(b) with respect to the capacity assets that is are the subject of such notice.

Right to Enter into a New Agreement. (a) In the event that HFRM Xxxxx Tulsa provides prior written notice to HEP Operating Tulsa of the desire of HFRM Xxxxx Tulsa to extend this Agreement by written mutual agreement of the Parties pursuant to Section 7Parties, the Parties shall negotiate in good faith to extend this Agreement by written mutual agreement, but, if such negotiations fail to produce a written mutual agreement for extension by a date six (6) months prior to the termination date, then HEP Operating Tulsa shall have the right to negotiate to enter into one or more services pipelines, tankage and loading agreements for HFRM’s Minimum Capacity Commitment for the Facility with one or more third parties to begin after the date of termination, provided, however, provided that until the end of one year following termination without renewal of this Agreement, HFRM Xxxxx Tulsa will have the right to enter into a new services pipelines, tankage and loading agreement with HEP Operating with respect to its Minimum Capacity Commitment on the date of termination Tulsa on commercial terms that substantially match the terms upon which HEP Operating Tulsa propose to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity of the FacilityPipelines, Tankage, or Loading Racks. In such circumstances, HEP Operating Tulsa shall give HFRM Xxxxx Tulsa forty-five (45) days prior written notice of any proposed new services pipelines, tankage and loading agreement with a third party, and such notice shall inform HFRM Xxxxx Tulsa of the fee schedules, tariffs, duration and any other material terms of the proposed third party agreement and HFRM Xxxxx Tulsa shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM Xxxxx Tulsa shall lose the rights specified by this Section 8(a7(a) with respect to the capacity assets that is are the subject of such notice. (b) In the event that HFRM Xxxxx Tulsa fails to provide prior written notice to HEP Operating Tulsa of the desire of HFRM Xxxxx Tulsa to extend this Agreement by written mutual agreement of the Parties pursuant to Section 76, HEP Operating Tulsa shall have the right, during the period from the date of HFRMXxxxx Tulsa’s failure to provide written notice pursuant to Section 7 6 to the date of termination of this Agreement, to negotiate to enter into one or more services agreements for HFRM’s Minimum Capacity Commitment for the Facility a new pipelines, tankage and loading agreement with one or more a third parties to begin after the date of terminationparty; provided, however, that at any time during the twelve (12) months prior to the expiration of the Term, HFRM Xxxxx Tulsa will have the right to enter into a new services pipelines, tankage and loading agreement with HEP Operating with respect to its existing Minimum Capacity Commitment at such time Tulsa on commercial terms that substantially match the terms upon which HEP Operating proposes Tulsa propose to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity at the FacilityPipelines, Tankage, or Loading Racks. In such circumstances, HEP Operating Tulsa shall give HFRM Xxxxx Tulsa forty-five (45) days prior written notice of any proposed new services pipelines, tankage and loading agreement with a third party, and such notice shall inform HFRM Xxxxx Tulsa of the fee schedules, tariffs, duration and any other material terms of the proposed third party agreement and HFRM Xxxxx Tulsa shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM Xxxxx Tulsa shall lose the rights specified by this Section 8(b7(b) with respect to the capacity assets that is are the subject of such notice.

Right to Enter into a New Agreement. (a) In the event that HFRM Navajo Refining provides prior written notice to HEP Operating of the desire of HFRM Navajo Refining to extend this Agreement by written mutual agreement of the Parties pursuant to Section 7Parties, the Parties shall negotiate in good faith to extend this Agreement by written mutual agreement, but, if such negotiations fail to produce a written mutual agreement for extension by a date six (6) months prior to the termination date, then HEP Operating shall have the right to negotiate to enter into one or more services pipelines, tankage and loading agreements for HFRM’s Minimum Capacity Commitment for the Facility with one or more third parties to begin after the date of termination, provided, however, provided that until the end of one year following termination without renewal of this Agreement, HFRM Navajo Refining will have the right to enter into a new services pipelines throughput agreement with HEP Operating with respect to its Minimum Capacity Commitment on the date of termination on commercial terms that substantially match the terms upon which HEP Operating propose to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity of the FacilityRoadrunner Pipeline. In such circumstances, HEP Operating shall give HFRM Navajo Refining forty-five (45) days prior written notice of any proposed new services pipelines throughput agreement with a third party, and such notice shall inform HFRM Navajo Refining of the fee schedules, tariffs, duration and any other material terms of the proposed third party agreement and HFRM Navajo Refining shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM Navajo Refining shall lose the rights specified by this Section 8(a7(a) with respect to the capacity assets that is are the subject of such notice. (b) In the event that HFRM Navajo Refining fails to provide prior written notice to HEP Operating of the desire of HFRM Navajo Refining to extend this Agreement by written mutual agreement of the Parties pursuant to Section 76, HEP Operating shall have the right, during the period from the date of HFRMNavajo Refining’s failure to provide written notice pursuant to Section 7 6 to the date of termination of this Agreement, to negotiate to enter into one or more services agreements for HFRM’s Minimum Capacity Commitment for the Facility a new pipelines throughput agreement with one or more a third parties to begin after the date of terminationparty; provided, however, that at any time during the twelve (12) months prior to the expiration of the Term, HFRM Navajo Refining will have the right to enter into a new services pipelines throughput agreement with HEP Operating with respect to its existing Minimum Capacity Commitment at such time on commercial terms that substantially match the terms upon which HEP Operating proposes propose to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity at the FacilityRoadrunner Pipeline. In such circumstances, HEP Operating shall give HFRM Navajo Refining forty-five (45) days prior written notice of any proposed new services pipelines throughput agreement with a third party, and such notice shall inform HFRM Navajo Refining of the fee schedules, tariffs, duration and any other material terms of the proposed third party agreement and HFRM Navajo Refining shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM Navajo Refining shall lose the rights specified by this Section 8(b7(b) with respect to the capacity assets that is are the subject of such notice.

Right to Enter into a New Agreement. (a) In the event that HFRM Tulsa Refining provides prior written notice to HEP Operating Tulsa of the desire of HFRM Tulsa Refining to extend this Agreement by written mutual agreement of the Parties pursuant to Section 7Parties, the Parties shall negotiate in good faith to extend this Agreement by written mutual agreement, but, if such negotiations fail to produce a written mutual agreement for extension by a date six (6) months prior to the termination date, then HEP Operating Tulsa shall have the right to negotiate to enter into one or more services throughput agreements for HFRM’s Minimum Capacity Commitment for the Facility with one or more third parties to begin after the date of termination, provided, however, provided that until the end of one year following termination without renewal of this Agreement, HFRM Tulsa Refining will have the right to enter into a new services throughput agreement with HEP Operating with respect to its Minimum Capacity Commitment on the date of termination Tulsa on commercial terms that substantially match the terms upon which HEP Operating propose Tulsa proposes to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity of the FacilityTulsa Loading Racks. In such circumstances, HEP Operating Tulsa shall give HFRM Tulsa Refining forty-five (45) days prior written notice of any proposed new services throughput agreement with a third party, and such notice shall inform HFRM Tulsa Refining of the fee schedules, tariffs, duration and any other material terms of the proposed third party agreement and HFRM Tulsa Refining shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM Tulsa Refining shall lose the rights specified by this Section 8(a) with respect to the capacity assets that is are the subject of such notice. (b) In the event that HFRM Tulsa Refining fails to provide prior written notice to HEP Operating Tulsa of the its desire of HFRM to extend this Agreement by written mutual agreement of the Parties pursuant to Section 7, HEP Operating Tulsa shall have the right, during the period from the date of HFRMTulsa Refining’s failure to provide written notice pursuant to Section 7 to the date of termination of this Agreement, to negotiate to enter into one or more services agreements for HFRM’s Minimum Capacity Commitment for the Facility a new throughput agreement with one or more a third parties to begin after the date of termination; providedparty, however, provided however that at any time during the twelve (12) months prior to the expiration of the Term, HFRM Tulsa Refining will have the right to enter into a new services throughput agreement with HEP Operating with respect to its existing Minimum Capacity Commitment at such time Tulsa on commercial terms that substantially match the terms upon which HEP Operating Tulsa proposes to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity at the FacilityTulsa Loading Racks. In such circumstances, HEP Operating Tulsa shall give HFRM Tulsa Refining forty-five (45) days prior written notice of any proposed new services throughput agreement with a third party, and such notice shall inform HFRM Tulsa Refining of the fee schedules, tariffs, duration and any other material terms of the proposed third party agreement and HFRM Tulsa Refining shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM Tulsa Refining shall lose the rights specified by this Section 8(b) with respect to the capacity assets that is are the subject of such notice.

Right to Enter into a New Agreement. (a) In the event that HFRM provides the Xxxxx Entities provide prior written notice to HEP Operating the Partnership Entities of the desire of HFRM the Xxxxx Entities to extend this Agreement by written mutual agreement of the Parties pursuant to Section 7Parties, the Parties shall negotiate in good faith to extend this Agreement by written mutual agreement, but, if such negotiations fail to produce a written mutual agreement for extension by a date six (6) months prior to the termination date, then HEP Operating the Partnership Entities shall have the right to negotiate to enter into one or more services pipeline and terminal agreements for HFRM’s Minimum Capacity Commitment for the Facility with one or more third parties to begin after the date of termination, provided, however, provided that until the end of one year following termination without renewal of this Agreement, HFRM the Xxxxx Entities will have the right to enter into a new services pipelines and terminals agreement with HEP Operating with respect to its Minimum Capacity Commitment on the date of termination Partnership Entities on commercial terms that substantially match the terms upon which HEP Operating the Partnership Entities propose to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity of the FacilityRefined Product Pipelines or Refined Product Terminals. In such circumstances, HEP Operating the Partnership Entities shall give HFRM the Xxxxx Entities forty-five (45) days prior written notice of any proposed new services pipelines and terminals agreement with a third party, and such notice shall inform HFRM the Xxxxx Entities of the fee schedules, tariffs, duration and any other material terms of the proposed third party agreement and HFRM the Xxxxx Entities shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM the Xxxxx Entities shall lose the rights specified by this Section 8(a7(a) with respect to the capacity assets that is are the subject of such notice. (b) In the event that HFRM fails the Xxxxx Entities fail to provide prior written notice to HEP Operating the Partnership Entities of the desire of HFRM the Xxxxx Entities to extend this Agreement by written mutual agreement of the Parties pursuant to Section 76, HEP Operating the Partnership Entities shall have the right, during the period from the date of HFRM’s the Xxxxx Entities’ failure to provide written notice pursuant to Section 7 6 to the date of termination of this Agreement, to negotiate to enter into one or more services agreements for HFRM’s Minimum Capacity Commitment for the Facility a new pipelines and terminals agreement with one or more a third parties to begin after the date of termination; providedparty, however, provided however that at any time during the twelve (12) months prior to the expiration of the Term, HFRM the Xxxxx Entities will have the right to enter into a new services pipelines and terminals agreement with HEP Operating with respect to its existing Minimum Capacity Commitment at such time the Partnership Entities on commercial terms that substantially match the terms upon which HEP Operating proposes the Partnership Entities propose to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity at the FacilityRefined Product Pipelines or Refined Product Terminals. In such circumstances, HEP Operating the Partnership Entities shall give HFRM the Xxxxx Entities forty-five (45) days prior written notice of any proposed new services pipelines agreement with a third party, and such notice shall inform HFRM the Xxxxx Entities of the fee schedules, tariffs, duration and any other material terms of the proposed third party agreement and HFRM the Xxxxx Entities shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM the Xxxxx Entities shall lose the rights specified by this Section 8(b7(b) with respect to the capacity assets that is are the subject of such notice.

Right to Enter into a New Agreement. (a) In the event that HFRM Frontier Cheyenne provides prior written notice to HEP Operating Cheyenne Logistics of the desire of HFRM Frontier Cheyenne to extend this Agreement by written mutual agreement of the Parties pursuant to Section 7Parties, the Parties shall negotiate in good faith to extend this Agreement by written mutual agreement, but, if such negotiations fail to produce a written mutual agreement for extension by a date six (6) months prior to the termination date, then HEP Operating Cheyenne Logistics shall have the right to negotiate to enter into one or more services crude oil receiving, tankage and loading agreements for HFRM’s Minimum Capacity Commitment for the Facility with one or more third parties to begin after the date of termination, ; provided, however, that until the end of one year following termination without renewal of this Agreement, HFRM Frontier Cheyenne will have the right to enter into a new services crude oil receiving, tankage and loading agreement with HEP Operating with respect to its Minimum Capacity Commitment on the date of termination Cheyenne Logistics on commercial terms that substantially match the terms upon which HEP Operating propose Cheyenne Logistics proposes to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity of the FacilityCheyenne Assets. In such circumstances, HEP Operating Cheyenne Logistics shall give HFRM Frontier Cheyenne forty-five (45) days prior written notice of any proposed new services crude oil receiving, tankage and loading agreement with a third party, and such notice shall inform HFRM Frontier Cheyenne of the fee schedules, tariffs, duration and any other material terms of the proposed third party agreement and HFRM Frontier Cheyenne shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM Frontier Cheyenne shall lose the rights specified by this Section 8(a7(a) with respect to the capacity assets that is are the subject of such notice. (b) In the event that HFRM Frontier Cheyenne fails to provide prior written notice to HEP Operating Cheyenne Logistics of the desire of HFRM Frontier Cheyenne to extend this Agreement by written mutual agreement of the Parties pursuant to Section 76, HEP Operating Cheyenne Logistics shall have the right, during the period from the date of HFRMFrontier Cheyenne’s failure to provide written notice pursuant to Section 7 6 to the date of termination of this Agreement, to negotiate to enter into one or more services agreements for HFRM’s Minimum Capacity Commitment for the Facility a new crude oil receiving, tankage and loading agreement with one or more a third parties to begin after the date of terminationparty; provided, however, that at any time during the twelve (12) months prior to the expiration of the Term, HFRM Frontier Cheyenne will have the right to enter into a new services crude oil receiving, tankage and loading agreement with HEP Operating with respect to its existing Minimum Capacity Commitment at such time Cheyenne Logistics on commercial terms that substantially match the terms upon which HEP Operating Cheyenne Logistics proposes to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity at the FacilityCheyenne Assets. In such circumstances, HEP Operating Cheyenne Logistics shall give HFRM Frontier Cheyenne forty-five (45) days prior written notice of any proposed new services crude oil receiving, tankage and loading agreement with a third party, and such notice shall inform HFRM Frontier Cheyenne of the fee schedules, tariffs, duration and any other material terms of the proposed third party agreement and HFRM Frontier Cheyenne shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM Frontier Cheyenne shall lose the rights specified by this Section 8(b7(b) with respect to the capacity assets that is are the subject of such notice.

Right to Enter into a New Agreement. (a) In the event that HFRM provides the Xxxxx Entities provide prior written notice to HEP Operating the Partnership Entities of the desire of HFRM the Xxxxx Entities to extend this Agreement by written mutual agreement of the Parties pursuant to Section 7Parties, the Parties shall negotiate in good faith to extend this Agreement by written mutual agreement, but, if such negotiations fail to produce a written mutual agreement for extension by a date six (6) months prior to the termination date, then HEP Operating the Partnership Entities shall have the right to negotiate to enter into one or more services pipeline and tankage agreements for HFRM’s Minimum Capacity Commitment for the Facility with one or more third parties to begin after the date of termination, provided, however, provided that until the end of one year following termination without renewal of this Agreement, HFRM the Xxxxx Entities will have the right to enter into a new services pipelines and tankage agreement with HEP Operating with respect to its Minimum Capacity Commitment on the date of termination Partnership Entities on commercial terms that substantially match the terms upon which HEP Operating the Partnership Entities propose to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity of the FacilityDrop-Down Assets. In such circumstances, HEP Operating the Partnership Entities shall give HFRM the Xxxxx Entities forty-five (45) days prior written notice of any proposed new services pipelines and tankage agreement with a third party, and such notice shall inform HFRM the Xxxxx Entities of the fee schedules, tariffs, duration and any other material terms of the proposed third party agreement and HFRM the Xxxxx Entities shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM the Xxxxx Entities shall lose the rights specified by this Section 8(a7(a) with respect to the capacity assets that is are the subject of such notice. (b) In the event that HFRM fails the Xxxxx Entities fail to provide prior written notice to HEP Operating the Partnership Entities of the desire of HFRM the Xxxxx Entities to extend this Agreement by written mutual agreement of the Parties pursuant to Section 76, HEP Operating the Partnership Entities shall have the right, during the period from the date of HFRM’s the Xxxxx Entities’ failure to provide written notice pursuant to Section 7 6 to the date of termination of this Agreement, to negotiate to enter into one or more services agreements for HFRM’s Minimum Capacity Commitment for the Facility a new pipelines and tankage agreement with one or more a third parties to begin after the date of termination; providedparty, however, provided however that at any time during the twelve (12) months prior to the expiration of the Term, HFRM the Xxxxx Entities will have the right to enter into a new services pipelines and tankage agreement with HEP Operating with respect to its existing Minimum Capacity Commitment at such time the Partnership Entities on commercial terms that substantially match the terms upon which HEP Operating proposes the Partnership Entities propose to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity at the FacilityDrop-Down Assets. In such circumstances, HEP Operating the Partnership Entities shall give HFRM the Xxxxx Entities forty-five (45) days prior written notice of any proposed new services pipelines and tankage agreement with a third party, and such notice shall inform HFRM the Xxxxx Entities of the fee schedules, tariffs, duration and any other material terms of the proposed third party agreement and HFRM the Xxxxx Entities shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM the Xxxxx Entities shall lose the rights specified by this Section 8(b7(b) with respect to the capacity assets that is are the subject of such notice.

Right to Enter into a New Agreement. (a) In the event that HFRM provides the Xxxxx Entities provide prior written notice to HEP Operating the Partnership Entities of the desire of HFRM the Xxxxx Entities to extend this Agreement by written mutual agreement of the Parties pursuant to Section 7Parties, the Parties shall negotiate in good faith to extend this Agreement by written mutual agreement, but, if such negotiations fail to produce a written mutual agreement for extension by a date six (6) months prior to the termination date, then HEP Operating the Partnership Entities shall have the right to negotiate to enter into one or more services pipeline agreements for HFRM’s Minimum Capacity Commitment for the Facility with one or more third parties to begin after the date of termination, provided, however, provided that until the end of one year following termination without renewal of this Agreement, HFRM the Xxxxx Entities will have the right to enter into a new services pipelines agreement with HEP Operating with respect to its Minimum Capacity Commitment on the date of termination Partnership Entities on commercial terms that substantially match the terms upon which HEP Operating the Partnership Entities propose to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity of the FacilityIntermediate Product Pipelines. In such circumstances, HEP Operating the Partnership Entities shall give HFRM the Xxxxx Entities forty-five (45) days prior written notice of any proposed new services pipelines agreement with a third party, and such notice shall inform HFRM the Xxxxx Entities of the fee schedules, tariffs, duration and any other material terms of the proposed third party agreement and HFRM the Xxxxx Entities shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM the Xxxxx Entities shall lose the rights specified by this Section 8(a7(a) with respect to the capacity assets that is are the subject of such notice. (b) In the event that HFRM fails the Xxxxx Entities fail to provide prior written notice to HEP Operating the Partnership Entities of the desire of HFRM the Xxxxx Entities to extend this Agreement by written mutual agreement of the Parties pursuant to Section 76, HEP Operating the Partnership Entities shall have the right, during the period from the date of HFRM’s the Xxxxx Entities’ failure to provide written notice pursuant to Section 7 6 to the date of termination of this Agreement, to negotiate to enter into one or more services agreements for HFRM’s Minimum Capacity Commitment for the Facility a new pipelines agreement with one or more a third parties to begin after the date of termination; providedparty, however, provided however that at any time during the twelve (12) months prior to the expiration of the Term, HFRM the Xxxxx Entities will have the right to enter into a new services pipelines agreement with HEP Operating with respect to its existing Minimum Capacity Commitment at such time the Partnership Entities on commercial terms that substantially match the terms upon which HEP Operating proposes the Partnership Entities propose to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity at the FacilityIntermediate Product Pipelines. In such circumstances, HEP Operating the Partnership Entities shall give HFRM the Xxxxx Entities forty-five (45) days prior written notice of any proposed new services pipelines agreement with a third party, and such notice shall inform HFRM the Xxxxx Entities of the fee schedules, tariffs, duration and any other material terms of the proposed third party agreement and HFRM the Xxxxx Entities shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM the Xxxxx Entities shall lose the rights specified by this Section 8(b7(b) with respect to the capacity assets that is are the subject of such notice.

Right to Enter into a New Agreement. (a) 8.1. Negotiation Pursuant to Written Notice. In the event that HFRM provides prior written notice to HEP Operating of the desire of HFRM to extend this Agreement for a specific group of Applicable Assets by written mutual agreement of the Parties pursuant to Section Article 7, the Parties shall negotiate in good faith to extend this Agreement by written mutual agreementagreement with respect to such specific group of Applicable Assets, but, if such negotiations fail to produce a written mutual agreement for extension by a date six (6) months prior to the termination datedate for such group of Applicable Assets, then HEP Operating shall have the right to negotiate to enter into one or more throughput, tankage or transportation services agreements for HFRM’s Minimum Capacity Commitment for the Facility such Applicable Assets with one or more third parties to begin after the date of termination, provided, however, that until the end of one year following termination without renewal of this AgreementAgreement for such group of Applicable Assets, HFRM will have the right to enter into a new throughput, tankage or transportation services or transportation services agreement with HEP Operating with respect to its Minimum Capacity Commitment on the date of termination on commercial terms that substantially match the terms upon which HEP Operating propose proposes to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity of such group of Applicable Assets. In such circumstances, HEP Operating shall give HFRM at least forty-five (45) days prior written notice of any proposed new throughput agreement with a third party, and such notice shall inform HFRM of the Facilityfee schedules, tariffs, duration and any other material terms of the proposed third party agreement. HFRM shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM shall lose the rights specified by this Section 8.1 with respect to the capacity that is the subject of such notice. 8.2. Negotiation in the Absence of Written Notice. In the event that HFRM fails to provide prior written notice to HEP Operating of the desire of HFRM to extend this Agreement for a specific group of Applicable Assets by written mutual agreement of the Parties pursuant to Article 7, HEP Operating shall have the right, during the period from the date of HFRM’s failure to provide written notice pursuant to Article 7 to the date of termination of this Agreement, to negotiate to enter into one or more throughput, tankage or transportation services agreements for HFRM’s Minimum Capacity Commitment for the such group of Applicable Assets with one or more third parties to begin after the date of termination; provided, however, that at any time during the twelve (12) months prior to the expiration of the Applicable Term, HFRM will have the right to enter into a new throughput, tankage agreement with HEP Operating with respect to its existing Minimum Capacity Commitment at such time on commercial terms that substantially match the terms upon which HEP Operating proposes to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity on such group of Applicable Assets. In such circumstances, HEP Operating shall give HFRM forty-five (45) days prior written notice of any proposed new services agreement with a third party, and such notice shall inform HFRM of the fee schedules, tariffs, duration and any other material terms of the proposed third party agreement and HFRM shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM shall lose the rights specified by this Section 8(a) 8.2 with respect to the capacity that is the subject of such notice. (b) In the event that HFRM fails to provide prior written notice to HEP Operating of the desire of HFRM to extend this Agreement by written mutual agreement of the Parties pursuant to Section 7, HEP Operating shall have the right, during the period from the date of HFRM’s failure to provide written notice pursuant to Section 7 to the date of termination of this Agreement, to negotiate to enter into one or more services agreements for HFRM’s Minimum Capacity Commitment for the Facility with one or more third parties to begin after the date of termination; provided, however, that at any time during the twelve (12) months prior to the expiration of the Term, HFRM will have the right to enter into a new services agreement with HEP Operating with respect to its existing Minimum Capacity Commitment at such time on commercial terms that substantially match the terms upon which HEP Operating proposes to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity at the Facility. In such circumstances, HEP Operating shall give HFRM forty-five (45) days prior written notice of any proposed new services agreement with a third party, and such notice shall inform HFRM of the fee schedules, tariffs, duration and any other material terms of the proposed third party agreement and HFRM shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM shall lose the rights specified by this Section 8(b) with respect to the capacity that is the subject of such notice.