Common use of Shortfalls Clause in Contracts

Shortfalls. (i) If, for any Contract Quarter, Actual Throughput is less than the Minimum Throughput Commitment, then Refining shall pay Logistics an amount (a “Shortfall Payment”) equal to the difference between (i) the Minimum Throughput Commitment multiplied by the Throughput Fee and (ii) the aggregate Throughput Fees for such Contract Quarter payable under Section 2(c)(i). (ii) The Parties acknowledge and agree that there shall be no carry-over of deficiency volumes with respect to the Minimum Throughput Commitment and the payment by Refining of the Shortfall Payment shall relieve Refining of any obligation to meet such Minimum Throughput Commitment for the relevant Contract Quarter. The Parties further acknowledge and agree that there shall not be any carry-over of volumes in excess of the Minimum Throughput Commitment to any subsequent Contract Quarter.

Shortfalls. (i) If, for any Contract Quarter, Actual Throughput is less than the Minimum Throughput Commitment, then Refining Lion shall pay Logistics an amount (a “Shortfall Payment”) equal to the difference between (i) the Minimum Throughput Commitment multiplied by the Throughput Fee and (ii) the aggregate Throughput Fees for such Contract Quarter payable under Section 2(c)(i). (ii) The Parties acknowledge and agree that there shall be no carry-over of deficiency volumes with respect to the Minimum Throughput Commitment and the payment by Refining Lion of the Shortfall Payment shall relieve Refining Lion of any obligation to meet such Minimum Throughput Commitment for the relevant Contract Quarter. The Parties further acknowledge - 12 - and agree that there shall not be any carry-over of volumes in excess of the Minimum Throughput Commitment to any subsequent Contract Quarter.