Common use of Suspension of Refinery Operations Clause in Contracts

Suspension of Refinery Operations. (a) From and after the second anniversary of the Effective Date, in the event that the Refining Entity decides to permanently or indefinitely suspend refining operations at the Refinery for a period that shall continue for at least twelve (12) consecutive months, the Refining Entity may provide written notice to the Logistics Entity of the Refining Entity’s intent to terminate this Agreement (the “Suspension Notice”). Such Suspension Notice shall be sent at any time (but not prior to the second anniversary of the Effective Date) after the Refining Entity has notified the Logistics Entity of such suspension and, upon the expiration of the period of twelve (12) months (which may run concurrently with the twelve (12) month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), this Agreement shall terminate. If the Refining Entity notifies the Logistics Entity, more than two months prior to the expiration of the Notice Period, of its intent to resume operations at the Refinery, then the Suspension Notice shall be deemed revoked and this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered. During the Notice Period, the Refining Entity shall remain liable for Deficiency Payments. Subject to Section 9(b), during the Notice Period, the Logistics Entity may terminate this Agreement upon sixty (60) days prior written notice to the Refining entity in order to enter into an agreement to provide any third party the services provided to the Refining Entity under this Agreement. (b) If refining operations at the Refinery are suspended for any reason (including refinery turnaround operations and other scheduled maintenance), then the Refining Entity shall remain liable for Deficiency Payments under this Agreement for the duration of the suspension, unless and until this Agreement is terminated as provided above. The Refining Entity shall provide at least thirty (30) days’ prior written notice of any suspension of operations at the Refinery due to a planned turnaround or scheduled maintenance, provided that the Refining Entity shall not have any liability for any failure to notify, or delay in notifying, the Logistics Entity of any such suspension except to the extent the Logistics Entity has been materially damaged by such failure or delay. (c) In the event the operations of the Refinery are suspended under this Section 9 or as a result of a Force Majeure event, the Logistics Entity shall have the right to provide transportation and storage services to third parties on the terms and conditions set forth in Section 2(q).

Suspension of Refinery Operations. (a) 15.1 From and after the second anniversary of the Effective Commencement Date, in the event that the Refining Entity Company decides to permanently or indefinitely suspend refining operations at the Refinery for a period that shall continue for at least twelve (12) consecutive months, the Refining Entity Company may provide written notice to the Logistics Entity Partnership of the Refining EntityCompany’s intent to terminate this Agreement (the “Suspension Notice”). Such Suspension Notice shall be sent at any time (but not prior to the second anniversary of the Effective Commencement Date) after the Refining Entity Company has notified the Logistics Entity Partnership of such suspension and, upon the expiration of the period of twelve (12) months (which may run concurrently with the twelve (12) month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), this Agreement shall terminate. If the Refining Entity Company notifies the Logistics EntityPartnership, more than two months prior to the expiration of the Notice Period, of its intent to resume operations at the Refinery, then the Suspension Notice shall be deemed revoked and this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered. During the Notice Period, the Refining Entity Company shall remain liable for Deficiency Shortfall Payments. Subject to Section 9(b)15.2 and after the Expiration Date, during the Notice Period, Period the Logistics Entity Partnership may terminate this Agreement upon sixty (60) days prior written notice to the Refining entity Company in order to enter into an agreement to provide any third party the services provided to the Refining Entity Company under this Agreement. (b) 15.2 If refining operations at the Refinery are suspended for any reason (including refinery turnaround operations and other scheduled maintenance), then the Refining Entity Company shall remain liable for Deficiency Payments under this Agreement for the duration of the suspension, unless and until this Agreement is terminated as provided above. The Refining Entity Company shall provide at least thirty (30) days’ prior written notice of any suspension of operations at the Refinery due to a planned turnaround or scheduled maintenance, provided that the Refining Entity Company shall not have any liability for any failure to notify, or delay in notifying, the Logistics Entity Partnership of any such suspension except to the extent the Logistics Entity a Partnership Party has been materially damaged by such failure or delay. (c) In 15.3 After the Expiration Date, in the event the operations of the Refinery are suspended under this Section 9 Article 15 or as a result of a Force Majeure event, the Logistics Entity Partnership Parties shall have the right to provide transportation and storage services to third parties on the terms and conditions set forth in Section 2(q)4.7.

Suspension of Refinery Operations. (a) From and after the second anniversary of the Effective Date, in In the event that the Refining Entity Tesoro decides to permanently or indefinitely suspend refining operations at the Refinery any of Tesoro’s Refineries for a period that shall continue for at least twelve (12) consecutive monthsMonths, the Refining Entity Tesoro may provide written notice to the Logistics Entity TLO of the Refining EntityTesoro’s intent to terminate that part of this Agreement relating to the applicable associated Terminal (the “Suspension Notice”). Such Suspension Notice shall be sent at any time (but not prior to the second anniversary of the Effective Date) after the Refining Entity Tesoro has notified the Logistics Entity of publicly announced such suspension and, upon the expiration of the period of twelve (12) months (which may run concurrently with the twelve (12) month 12)-Month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), that part of this Agreement relating to such Terminal shall terminate. If the Refining Entity notifies the Logistics EntityTesoro publicly announces, more than two months Months prior to the expiration of the Notice Period, of its intent to resume operations at the applicable Refinery, then the Suspension Notice shall be deemed revoked and the applicable portion of this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered. . (b) During the Notice Period, for any Month during which Tesoro does not throughput any volumes of Products at an affected Terminal, Tesoro shall be permitted to reduce its Minimum Throughput Commitment by an amount equal to the Refining Entity shall remain liable Stipulated Volume for Deficiency Payments. Subject to Section 9(bsuch affected Terminal(s), provided that Tesoro pays TLO a fee for such Month (a “Curtailment Fee”). Curtailment Fees for each applicable Month shall be equal to (i) such Terminal’s Stipulated Volume multiplied by (ii) the number of days in the Month, multiplied by (iii) the weighted average monthly Terminalling Service Fee incurred by Tesoro at such Terminal during the twelve (12) calendar Months immediately preceding the Refinery’s suspension of operations. For the purposes of calculating Shortfall Payments during any Month in which Tesoro pays TLO a Curtailment Fee, volume shortfalls shall be determined by deducting volumes throughput at the Terminals by TRMC during such Month from the Adjusted Minimum Throughput Commitment. (c) Upon the expiration of the Notice Period, Tesoro shall no longer owe TLO any future Curtailment Fees and shall have no throughput obligation with respect to the Logistics Entity may terminate affected Terminal, and Tesoro’s Minimum Throughput Commitment shall be adjusted to the Adjusted Minimum Volume Commitment for the remaining unaffected Terminals, by deducting the applicable Stipulated Volume for the Terminal removed from this Agreement upon sixty (60) days prior written notice to the Refining entity in order to enter into an agreement to provide any third party the services provided to the Refining Entity under this Agreement. (b) Section 30. If refining operations at any of the Refinery Refineries are suspended for any reason (including refinery turnaround operations Refinery turnarounds and other scheduled maintenance), then the Refining Entity Tesoro shall remain liable for Deficiency Shortfall Payments under this Agreement for the duration of the suspension, unless and until this Agreement is terminated as provided above. The Refining Entity shall provide at least thirty (30) days’ prior written notice of any suspension of operations at the Refinery due to Schedule D attached hereto includes a planned turnaround or scheduled maintenance, provided that the Refining Entity shall not have any liability for any failure to notify, or delay in notifying, the Logistics Entity of any such suspension except to the extent the Logistics Entity has been materially damaged by such failure or delay. (c) In the event the operations list of the Refinery are suspended under this Section 9 or as a result Terminals associated with each of a Force Majeure event, the Logistics Entity shall have the right to provide transportation and storage services to third parties on the terms and conditions set forth in Section 2(q)Refineries.

Suspension of Refinery Operations. (a) From and after the second anniversary of the Effective Date, in In the event that the Refining Entity TRMC decides to permanently or indefinitely suspend refining operations at the Refinery for a period that shall continue for at least twelve (12) consecutive monthsMonths, the Refining Entity TRMC may provide written notice to the Logistics Entity TLO of the Refining EntityTRMC’s intent to terminate this Agreement (the “Suspension Notice”). Such Suspension Notice shall be sent at any time (but not prior to the second anniversary of the Effective Date) after the Refining Entity TRMC has notified the Logistics Entity of publicly announced such suspension and, upon the expiration of the period of twelve (12) months (which may run concurrently with the twelve (12) month 12)-Month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), this Agreement shall terminate. If the Refining Entity notifies the Logistics EntityTRMC publicly announces, more than two months Months prior to the expiration of the Notice Period, of its intent to resume operations at the Refinery, then the Suspension Notice shall be deemed revoked revoked, and this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered. . (b) During the Notice Period, the Refining Entity TRMC shall remain liable for Deficiency Payments. Subject to Section 9(b), during monthly payments of the Notice Period, the Logistics Entity may terminate this Agreement upon sixty (60) days prior written notice to the Refining entity in order to enter into an agreement to provide any third party the services provided to the Refining Entity under this AgreementStorage and Transportation Fees. (bc) TRMC is not permitted to suspend or reduce its obligations under this Agreement in connection with a shutdown of the Refinery for scheduled turnarounds or other regular servicing or maintenance. If refining operations at the Refinery are suspended for any reason (including refinery turnaround operations Refinery turnarounds and other scheduled maintenance), then the Refining Entity TRMC shall remain liable for Deficiency Payments Storage and Transportation Fees under this Agreement for the duration of the suspension, unless and until this Agreement is terminated as provided above. The Refining Entity TRMC shall provide at least thirty (30) days’ prior written notice of any suspension of operations at the Refinery due to a planned turnaround or scheduled maintenance, provided that the Refining Entity shall not have any liability for any failure to notify, or delay in notifying, the Logistics Entity of any such suspension except to the extent the Logistics Entity has been materially damaged by such failure or delay. (c) In the event the operations of the Refinery are suspended under this Section 9 or as a result of a Force Majeure event, the Logistics Entity shall have the right to provide transportation and storage services to third parties on the terms and conditions set forth in Section 2(q).

Suspension of Refinery Operations. (a) From and after the second anniversary of the Effective Date, in the event that the Delek Refining Entity decides to permanently or indefinitely suspend refining operations at the Refinery for a period that shall continue for at least twelve (12) consecutive months, the Delek Refining Entity may provide written notice to the Logistics Entity Delek-Big Xxxxx of the Refining EntityDelek Refining’s intent to terminate this Agreement (the “Suspension Notice”). Such Suspension Notice shall be sent at any time (but not prior to the second anniversary of the Effective Date) after the Delek Refining Entity has notified the Logistics Entity Delek-Big Xxxxx of such suspension and, upon the expiration of the period of twelve (12) months (which may run concurrently with the twelve (12) month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), this Agreement shall terminate. If the Delek Refining Entity notifies the Logistics EntityDelek-Big Xxxxx, more than two months prior to the expiration of the Notice Period, of its intent to resume operations at the Refinery, then the Suspension Notice shall be deemed revoked and this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered. Subject to Section 24(a), during this Notice Period, Delek Refining shall remain liable for the Deficiency Payments and for Storage Fees. During the Notice Period, the Refining Entity shall remain liable for Deficiency Payments. Subject to Section 9(b), during the Notice Period, the Logistics Entity Delek-Big Xxxxx may terminate this Agreement upon sixty (60) days prior written notice to the Refining entity in order to enter into an agreement to provide any third party the services provided to the Delek Refining Entity under this Agreement. (b) If refining operations at the Refinery are suspended for any reason (including refinery turnaround operations and other scheduled maintenance), then the Delek Refining Entity shall remain liable for Deficiency Shortfall Payments under this Agreement for the duration of the suspensionsuspension and for payment of the Storage Fees, unless and until this Agreement is terminated as provided above. The Delek Refining Entity shall provide at least thirty (30) days’ prior written notice of any suspension of operations at the Refinery due to a planned turnaround or scheduled maintenance, provided that the Delek Refining Entity shall not have any liability for any failure to notify, or delay in notifying, the Logistics Entity Delek-Big Xxxxx of any such suspension except to the extent the Logistics Entity Delek-Big Xxxxx has been materially damaged by such failure or delay. (c) In the event the operations of the Refinery are suspended under this Section 9 or as a result of a Force Majeure event, the Logistics Entity shall have the right to provide transportation and storage services to third parties on the terms and conditions set forth in Section 2(q).

Suspension of Refinery Operations. (a) Refining shall use reasonable commercial efforts to minimize the interruption of operations at the Refinery. Refining shall inform Logistics at least 60 days in advance (or promptly, in the case of an unplanned interruption) of any anticipated partial or complete interruption of operations of the Refinery, including relevant information about the nature, extent, cause and expected duration of the interruption and the actions Refining is taking to resume full operations, provided that Refining shall not have any liability for any failure to notify, or delay in notifying, Logistics of any such matters except to the extent Logistics has been materially damaged by such failure or delay. (b) From and after the second anniversary of the Effective Date, in the event that the Refining Entity decides to permanently or indefinitely suspend refining operations at the Refinery for a period that shall continue for at least twelve (12) 12 consecutive months, the Refining Entity may provide written notice to the Logistics Entity of the Refining EntityRefining’s intent to terminate this Agreement (the “Suspension Notice”). Such Suspension Notice shall be sent at any time (but not prior to the second anniversary of the Effective Date) after the Refining Entity has notified the Logistics Entity of such suspension and, upon the expiration of the period of twelve (12) 12 months (which may run concurrently with the twelve (12) -month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), this Agreement shall terminate. If the Refining Entity notifies the Logistics EntityLogistics, more than two months prior to the expiration of the Notice Period, of its intent to resume operations at the Refinery, then the Suspension Notice shall be deemed revoked and this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered. During Subject to Section 3(a) and Section 9(c), during the Notice Period, the Refining Entity shall remain liable for Deficiency Payments. Subject to Section 9(b), during During the Notice Period, the Logistics Entity may terminate this Agreement upon sixty (60) 60 days prior written notice to the Refining entity in order to enter into an agreement to provide any third party the services provided to the Refining Entity under this Agreement; provided, however, that Logistics shall not have the right to terminate this Agreement for so long as Refining continues to make Deficiency Payments. (bc) If refining operations at the Refinery are suspended for any reason (including refinery turnaround operations and other scheduled maintenance), then the Refining Entity shall remain liable for Deficiency Payments under this Agreement for the duration of the suspension, unless and until this Agreement is terminated as provided above. The Refining Entity shall provide at least thirty (30) 30 days’ prior written notice of any suspension of operations at the Refinery due to a planned turnaround or scheduled maintenance, provided that the Refining Entity shall not have any liability for any failure to notify, or delay in notifying, the Logistics Entity of any such suspension except to the extent the Logistics Entity has been materially damaged by such failure or delay. (cd) In the event the operations of the Refinery are suspended under this Section 9 or as a result of a Force Majeure event, the Logistics Entity shall have the right to provide transportation and storage services to third parties on the terms and conditions set forth in Section 2(q).

Suspension of Refinery Operations. (a) From and after the second anniversary of the Effective Date, in In the event that the Refining Entity Tesoro decides to permanently or indefinitely suspend refining operations at the Refinery any of Tesoro’s Refineries for a period that shall continue for at least twelve (12) consecutive monthsMonths, the Refining Entity Tesoro may provide written notice to the Logistics Entity TLO of the Refining EntityTesoro’s intent to terminate that part of this Agreement or any Terminal Service Order relating to the applicable associated Terminal (the “Suspension Notice”). Such Suspension Notice shall be sent at any time (but not prior to the second anniversary of the Effective Date) after the Refining Entity Tesoro has notified the Logistics Entity of publicly announced such suspension and, upon the expiration of the period of twelve (12) months (which may run concurrently with the twelve (12) month 12)-Month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), that part of this Agreement or any Terminal Service Order relating to such Terminal shall terminate. If the Refining Entity notifies the Logistics EntityTesoro publicly announces, more than two months Months prior to the expiration of the Notice Period, of its intent to resume operations at the applicable Refinery, then the Suspension Notice shall be deemed revoked and the applicable portion of this Agreement or any Terminal Service Order shall continue in full force and effect as if such Suspension Notice had never been delivered. . (b) During the Notice Period, for any Month during which Tesoro does not throughput any volumes of Products at an affected Terminal, Tesoro shall be permitted to reduce its Minimum Throughput Commitment by an amount equal to the Refining Entity shall remain liable Stipulated Volume for Deficiency Payments. Subject to Section 9(bsuch affected Terminal(s), provided that Tesoro pays TLO a fee for such Month (a “Curtailment Fee”). Curtailment Fees for each applicable Month shall be equal to (i) such Terminal’s Stipulated Volume multiplied by (ii) the number of days in the Month, multiplied by (iii) the weighted average monthly Terminalling Service Fee incurred by Tesoro at such Terminal during the twelve (12) calendar Months immediately preceding the Refinery’s suspension of operations. For avoidance of doubt, for the purposes of calculating Shortfall Payments during any Month in which Tesoro pays TLO a Curtailment Fee, volume shortfalls shall be determined by deducting volumes throughput at the Terminals by TRMC during such Month from the Adjusted Minimum Throughput Commitment reduced by an amount equal to the Stipulated Volume for such affected Terminal(s). (c) Upon the expiration of the Notice Period, Tesoro shall no longer owe TLO any future Curtailment Fees and shall have no throughput obligation with respect to the Logistics Entity may terminate affected Terminal, and Tesoro’s Minimum Throughput Commitment shall be adjusted to the Adjusted Minimum Volume Commitment for the remaining unaffected Terminals, by deducting the applicable Stipulated Volume for the Terminal removed from this Agreement upon sixty (60) days prior written notice to the Refining entity in order to enter into an agreement to provide or any third party the services provided to the Refining Entity Terminal Service Order under this Agreement. (b) Section 30. If refining operations at any of the Refinery Refineries are suspended for any reason (including refinery turnaround operations Refinery turnarounds and other scheduled maintenance), then the Refining Entity Tesoro shall remain liable for Deficiency Shortfall Payments under this Agreement or any applicable Terminal Service Order for the duration of the suspension, unless and until this Agreement or applicable Terminal Service Order is terminated as provided above. The Refining Entity shall provide at least thirty (30) days’ prior written notice of any suspension of operations at the Refinery due to Schedule B attached hereto includes a planned turnaround or scheduled maintenance, provided that the Refining Entity shall not have any liability for any failure to notify, or delay in notifying, the Logistics Entity of any such suspension except to the extent the Logistics Entity has been materially damaged by such failure or delay. (c) In the event the operations list of the Refinery are suspended under this Section 9 or as a result Terminals associated with each of a Force Majeure event, the Logistics Entity shall have the right to provide transportation and storage services to third parties on the terms and conditions set forth in Section 2(q)Refineries.

Suspension of Refinery Operations. (a) From and after the second anniversary of the Effective Date, in the event that the Delek Refining Entity decides to permanently or indefinitely suspend refining operations at the Refinery for a period that shall continue for at least twelve (12) consecutive months, the Delek Refining Entity may provide written notice to the Logistics Entity Delek-Big Sandy of the Refining EntityXxxxk Refining’s intent to terminate this Agreement (the “Suspension Notice”). Such Suspension Notice shall be sent at any time (but not prior to the second anniversary of the Effective Date) after the Delek Refining Entity has notified the Logistics Entity Delek-Big Sandy of such xxxx suspension and, upon the expiration of the period of twelve (12) months (which may run concurrently with the twelve (12) month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), this Agreement shall terminate. If the Delek Refining Entity notifies the Logistics EntityDelek-Big Sandy, more than mxxx xhan two months prior to the expiration of the Notice Period, of its intent to resume operations at the Refinery, then the Suspension Notice shall be deemed revoked and this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered. Subject to Section 23(b) and Section 24(a), during this Notice Period, Delek Refining shall remain liable for the Deficiency Payments and for Storage Fees. During the Notice Period, the Refining Entity shall remain liable for Deficiency Payments. Subject to Section 9(b), during the Notice Period, the Logistics Entity may terminate Delek-Big Sandy max xxxminate this Agreement upon sixty (60) days prior written notice to the Refining entity in order to enter into an agreement to provide any third party the services provided to the Delek Refining Entity under this Agreement. (b) If refining operations at the Refinery are suspended for any reason (including refinery turnaround operations and other scheduled maintenance), then the Delek Refining Entity shall remain liable for Deficiency Shortfall Payments under this Agreement for the duration of the suspensionsuspension and for payment of the Storage Fees, unless and until this Agreement is terminated as provided above. The Delek Refining Entity shall provide at least thirty (30) days’ prior written notice of any suspension of operations at the Refinery due to a planned turnaround or scheduled maintenance, provided that the Delek Refining Entity shall not have any liability for any failure to notify, or delay in notifying, the Logistics Entity Delek-Big Sandy of any xxx such suspension except to the extent the Logistics Entity has been Delek-Big Sandy hax xxxn materially damaged by such failure or delay. (c) In the event the operations of the Refinery are suspended under this Section 9 or as a result of a Force Majeure event, the Logistics Entity shall have the right to provide transportation and storage services to third parties on the terms and conditions set forth in Section 2(q).

Suspension of Refinery Operations. (a) 15.1 From and after the second anniversary of the Effective Commencement Date, in the event that the Refining Entity Company decides to permanently or indefinitely suspend refining operations at the Refinery for a period that shall continue for at least twelve (12) consecutive months, the Refining Entity Company may provide written notice to the Logistics Entity Operator of the Refining EntityCompany’s intent to terminate this Agreement (the “Suspension Notice”). Such Suspension Notice shall be sent at any time (but not prior to the second anniversary of the Effective Commencement Date) after the Refining Entity Company has notified the Logistics Entity Operator of such suspension and, upon the expiration of the period of twelve (12) months (which may run concurrently with the twelve (12) month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), this Agreement shall terminate. If the Refining Entity Company notifies the Logistics EntityOperator, more than two months prior to the expiration of the Notice Period, of its intent to resume operations at the Refinery, then the Suspension Notice shall be deemed revoked and this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered. During the Notice Period, the Refining Entity Company shall remain liable for Deficiency Shortfall Payments. Subject to Section 9(b)15.2 and after the Expiration Date, during the Notice Period, the Logistics Entity Operator may terminate this Agreement upon sixty (60) days prior written notice to the Refining entity Company in order to enter into an agreement to provide any third party the services provided to the Refining Entity Company under this Agreement. (b) 15.2 If refining operations at the Refinery are suspended for any reason (including refinery turnaround operations and other scheduled maintenance), then the Refining Entity Company shall remain liable for Deficiency Shortfall Payments under this Agreement for the duration of the suspension, unless and until this Agreement is terminated as provided above. The Refining Entity Company shall provide at least thirty (30) days’ prior written notice of any suspension of operations at the Refinery due to a planned turnaround or scheduled maintenance, provided that the Refining Entity Company shall not have any liability for any failure to notify, or delay in notifying, the Logistics Entity Operator of any such suspension except to the extent the Logistics Entity Company or the Operator has been materially damaged by such failure or delay. (c) In the event the operations of the Refinery are suspended under this Section 9 or as a result of a Force Majeure event, the Logistics Entity shall have the right to provide transportation and storage services to third parties on the terms and conditions set forth in Section 2(q).

Suspension of Refinery Operations. (a) From and after the second anniversary of the Effective Date, in 7.1 In the event that the Refining Entity MPC decides to permanently or indefinitely suspend refining operations at the Refinery either its [ ] refinery or its [ ] refinery for a period that shall continue for at least twelve (12) consecutive months, [the Refining Entity Parties will negotiate in good faith an appropriate reduction to the Quarterly Throughput Commitment if the other refinery is remaining in operation. If the Parties are unable to agree on an appropriate reduction to the Quarterly Throughput Commitment,] MPC may provide written notice to the Logistics Entity MPL of the Refining EntityMPC’s intent intention to terminate this Agreement suspend operations (the “Suspension Notice”). Such Suspension Notice shall be sent at any time (but not prior to the second anniversary of the Effective Date) after the Refining Entity MPC has notified the Logistics Entity of publicly announced such suspension of operations and, upon the expiration of the period of twelve (12) months (which may run concurrently with the twelve (12) month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), this Agreement shall terminate. If the Refining Entity notifies the Logistics EntityMPC publicly announces, more than at least two (2) months prior to the expiration of the Notice Period, of its intent to resume operations at the Refinery[ ] refinery or the [ ] refinery, as the case may be, then the Suspension Notice shall be deemed revoked and this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered. During the Notice Period, the Refining Entity shall remain liable for Deficiency Payments. Subject to Section 9(b), during the Notice Period, the Logistics Entity may terminate this Agreement upon sixty (60) days prior written notice to the Refining entity in order to enter into an agreement to provide any third party the services provided to the Refining Entity under this Agreement. (b) 7.2 If refining operations at the Refinery MPC’s [ ] refinery are suspended for any reason (including refinery turnaround operations and other scheduled maintenance), then the Refining Entity MPC shall remain liable for Quarterly Deficiency Payments under this Agreement for the duration of the such suspension, unless and until this Agreement is terminated as provided above. The Refining Entity in Section 7.1. 7.3 MPC shall provide MPL with at least thirty (30) daysDays’ prior written notice of any suspension of operations at the Refinery [ ] refinery due to a planned refinery turnaround or significant scheduled maintenance, provided that the Refining Entity shall not have any liability for any failure to notify, or delay in notifying, the Logistics Entity of any such suspension except to the extent the Logistics Entity has been materially damaged by such failure or delay. (c) In the event the operations of the Refinery are suspended under this Section 9 or as a result of a Force Majeure event, the Logistics Entity shall have the right to provide transportation and storage services to third parties on the terms and conditions set forth in Section 2(q).

Suspension of Refinery Operations. (a) From and after the second anniversary of the Effective Date, in In the event that the Refining Entity TRMC decides to permanently or indefinitely suspend refining operations at the Refinery for a period that shall continue for at least twelve (12) consecutive monthsMonths, the Refining Entity TRMC may provide written notice to the Logistics Entity TLO of the Refining Entity’s TRMC's intent to terminate this Agreement (the “Suspension Notice”). Such Suspension Notice shall be sent at any time (but not prior to the second anniversary of the Effective Date) after the Refining Entity TRMC has notified the Logistics Entity of publicly announced such suspension and, upon the expiration of the period of twelve (12) months (which may run concurrently with the twelve (12) month 12)-Month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), this Agreement shall terminate. If the Refining Entity notifies the Logistics EntityTRMC publicly announces, more than two months (2) Months prior to the expiration of the Notice Period, of its intent to resume operations at the Refinery, then the Suspension Notice shall be deemed revoked revoked, and this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered. . (b) During the Notice Period, the Refining Entity TRMC shall remain liable for Deficiency Payments. Subject to Section 9(b), during Monthly payments of the Throughput and Tankage Fees and the URPP Use Fee and any reimbursements or surcharges hereunder. (c) During the Notice Period, TLO will not be obligated to provide exclusive dedicated use of the Logistics Entity may terminate this Agreement upon sixty (60) days Amorco Assets for TRMC; provided, however, that TLO shall continue to allow TRMC use of the Amorco Assets on a priority basis, and TLO shall not dedicate any portion of the Amorco Assets to common carrier service without the prior written notice to the Refining entity in order to enter into an agreement to provide any third party the services provided to the Refining Entity under this Agreementapproval of TRMC, which approval shall not be unreasonably withheld or delayed. (bd) Upon the expiration of the Notice Period, this Agreement shall terminate, except as provided in subsection (e) below, and TRMC's approval shall not be required for TLO to dedicate any of the Amorco Assets to common carrier service. (e) If the Notice Period shall occur during the Interim Period, then TRMC and TLO shall cooperate in good faith to obtain all required approvals of the CSLC and CDFG and other state agencies to permit the Lease Assignment and COFR Assignment and the transfer of the Pipelines as early as reasonably practicable, but the provisions specified in Section 6 of this Agreement regarding \36164683.6 reimbursement for TRMC's costs as Lessee of the Wharf Lease and owner of the Pipelines shall continue through the Interim Period. (f) TRMC is not permitted to suspend or reduce its obligations under this Agreement in connection with a shutdown of the Refinery for scheduled turnarounds or other regular servicing or maintenance. If refining operations at the Refinery are suspended for any reason (including refinery turnaround operations Refinery turnarounds and other scheduled maintenance), then the Refining Entity TRMC shall remain liable for Deficiency Payments the Throughput and Tankage Fees and the URPP Use Fee and any reimbursements or surcharges under this Agreement for the duration of the suspension, unless and until this Agreement is terminated as provided above. The Refining Entity TRMC shall provide at least thirty (30) days’ ' prior written notice of any suspension of operations at the Refinery due to a planned turnaround or scheduled maintenance, provided that the Refining Entity shall not have any liability for any failure to notify, or delay in notifying, the Logistics Entity of any such suspension except to the extent the Logistics Entity has been materially damaged by such failure or delay. (c) In the event the operations of the Refinery are suspended under this Section 9 or as a result of a Force Majeure event, the Logistics Entity shall have the right to provide transportation and storage services to third parties on the terms and conditions set forth in Section 2(q).

Suspension of Refinery Operations. 18.1 Customer shall inform Owner at least 60 days in advance (aor promptly, in the case of an unplanned interruption) of any anticipated partial or complete interruption of operations of the Refinery, including relevant information about the nature, extent, cause and expected duration of the interruption and the actions Customer and its Affiliates is taking to resume full operations, provided that none of Customer and its Affiliates shall have any liability for any failure to notify, or delay in notifying, Owner of any such matters except to the extent Owner has been materially damaged by such failure or delay. 18.2 From and after the second anniversary of the Effective Commencement Date, in the event that the Refining Entity decides Customer and its Affiliates decide to permanently or indefinitely suspend refining operations at the Refinery for a period that shall continue for at least twelve (12) 12 consecutive months, the Refining Entity Customer may provide written notice to the Logistics Entity Owner of the Refining EntityCustomer’s intent to terminate this Agreement (the “Suspension Notice”). Such Suspension Notice shall be sent at any time (but not prior to the second anniversary of the Effective Commencement Date) after the Refining Entity Customer has notified the Logistics Entity Owner of such suspension and, upon the expiration of the period of twelve (12) 12 months (which may run concurrently with the twelve (12) -month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), this Agreement shall terminate. If the Refining Entity Customer notifies the Logistics EntityOwner, more than two months prior to the expiration of the Notice Period, of Customer’s or its Affiliates’ intent to resume operations at the Refinery, then the Suspension Notice shall be deemed revoked and this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered. During the Notice Period, the Refining Entity shall remain liable for Deficiency Payments. Subject to Section 9(b)17.1 and Section 18.3, during the Notice Period, Customer shall remain liable for Shortfall Payments and the Logistics Entity Monthly Expansion Capital Amount. During the Notice Period, Owner may terminate this Agreement upon sixty (60) days 60 days’ prior written notice to the Refining entity Customer in order to enter into an agreement to provide any third party Third Party the services provided to the Refining Entity Customer under this Agreement; provided, however, that Owner shall not have the right to terminate this Agreement for so long as Customer continues to make Shortfall Payments. (b) 18.3 If refining operations at the Refinery are suspended for any reason (including refinery turnaround operations and other scheduled maintenance), then the Refining Entity Customer shall remain liable for Deficiency Shortfall Payments and the Monthly Expansion Capital Amount under this Agreement for the duration of the suspension, unless and until this Agreement is terminated as provided above. The Refining Entity Customer shall provide at least thirty (30) 30 days’ prior written notice of any suspension of operations at the Refinery due to a planned turnaround or scheduled maintenance, provided that the Refining Entity Customer shall not have any liability for any failure to notify, or delay in notifying, the Logistics Entity Owner of any such suspension except to the extent the Logistics Entity Owner has been materially damaged by such failure or delay. (c) In the event the operations of the Refinery are suspended under this Section 9 or as a result of a Force Majeure event, the Logistics Entity shall have the right to provide transportation and storage services to third parties on the terms and conditions set forth in Section 2(q).

Suspension of Refinery Operations. (a) From and after the second anniversary of the Effective Date, in In the event that the Refining Entity Tesoro decides to permanently or indefinitely suspend refining operations at the Refinery any of Tesoro's Refineries for a period that shall continue for at least twelve (12) consecutive monthsMonths, the Refining Entity Tesoro may provide written notice to the Logistics Entity TLO of the Refining Entity’s Tesoro's intent to terminate that part of this Agreement or any Purchase Order relating to the applicable associated Terminal (the “Suspension Notice”). Such Suspension Notice shall be sent at any time (but not prior to the second anniversary of the Effective Date) after the Refining Entity Tesoro has notified the Logistics Entity of publicly announced such suspension and, upon the expiration of the period of twelve (12) months (which may run concurrently with the twelve (12) month 12)-Month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), that part of this Agreement or any Purchase Order relating to such Terminal shall terminate. If the Refining Entity notifies the Logistics EntityTesoro publicly announces, more than two months Months prior to the expiration of the Notice Period, of its intent to resume operations at the applicable Refinery, then the Suspension Notice shall be deemed revoked and the applicable portion of this Agreement or any Purchase Order shall continue in full force and effect as if such Suspension Notice had never been delivered. . (b) During the Notice Period, for any Month during which Tesoro does not throughput any volumes of Products at an affected Terminal, Tesoro shall be permitted to reduce its Minimum Throughput Commitment by an amount equal to the Refining Entity shall remain liable Stipulated Volume for Deficiency Payments. Subject to Section 9(bsuch affected Terminal(s), provided that Tesoro pays TLO a fee for such Month (a “Curtailment Fee”). Curtailment Fees for each applicable Month shall be equal to (i) such Terminal's Stipulated Volume multiplied by (ii) the number of days in the Month, multiplied by (iii) the weighted average monthly Terminalling Service Fee incurred by Tesoro at such Terminal during the twelve (12) calendar Months immediately preceding the Refinery's suspension of operations. For the purposes of calculating Shortfall Payments during any Month in which Tesoro pays TLO a Curtailment Fee, volume shortfalls shall be determined by deducting volumes throughput at the Terminals by TRMC during such Month from the Adjusted Minimum Throughput Commitment. (c) Upon the expiration of the Notice Period, Tesoro shall no longer owe TLO any future Curtailment Fees and shall have no throughput obligation with respect to the Logistics Entity may terminate affected Terminal, and Tesoro's Minimum Throughput Commitment shall be adjusted to the Adjusted Minimum Volume Commitment for the remaining unaffected Terminals, by deducting the applicable Stipulated Volume for the Terminal removed from this Agreement upon sixty (60) days prior written notice to the Refining entity in order to enter into an agreement to provide or any third party the services provided to the Refining Entity Purchase Order under this Agreement. (b) Section 30. If refining operations at any of the Refinery Refineries are suspended for any reason (including refinery turnaround operations Refinery turnarounds and other scheduled maintenance), then the Refining Entity Tesoro shall remain liable for Deficiency Shortfall Payments under this Agreement or any applicable Purchase Order for the duration of the suspension, unless and until this Agreement or applicable Purchase Order is terminated as provided above. The Refining Entity shall provide at least thirty (30) days’ prior written notice of any suspension of operations at the Refinery due to Schedule B attached hereto includes a planned turnaround or scheduled maintenance, provided that the Refining Entity shall not have any liability for any failure to notify, or delay in notifying, the Logistics Entity of any such suspension except to the extent the Logistics Entity has been materially damaged by such failure or delay. (c) In the event the operations list of the Refinery are suspended under this Section 9 or as a result Terminals associated with each of a Force Majeure event, the Logistics Entity shall have the right to provide transportation and storage services to third parties on the terms and conditions set forth in Section 2(q)Refineries.

Suspension of Refinery Operations. (a) Lion shall use reasonable commercial efforts to minimize the interruption of operations at the Refinery. Lion shall inform Logistics at least 60 days in advance (or promptly, in the case of an unplanned interruption) of any anticipated partial or complete interruption of operations of the Refinery, including relevant information about the nature, extent, cause and expected duration of the interruption and the actions Lion is taking to resume full operations, provided that Lion shall not have any liability for any failure to notify, or delay in notifying, Logistics of any such matters except to the extent Logistics has been materially damaged by such failure or delay. (b) From and after the second anniversary of the Effective Date, in the event that the Refining Entity Lion decides to permanently or indefinitely suspend refining operations at the Refinery for a period that shall continue for at least twelve (12) 12 consecutive months, the Refining Entity Lion may provide written notice to the Logistics Entity of the Refining EntityLion’s intent to terminate this Agreement (the “Suspension Notice”). Such Suspension Notice shall be sent at any time (but not prior to the second anniversary of the Effective Date) after the Refining Entity Lion has notified the Logistics Entity of such suspension and, upon the expiration of the period of twelve (12) 12 months (which may run concurrently with the twelve (12) -month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), this Agreement shall terminate. If the Refining Entity Lion notifies the Logistics EntityLogistics, more than two months prior to the expiration of the Notice Period, of its intent to resume operations at the Refinery, then the Suspension Notice shall be deemed revoked and this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered. During Subject to Section 5(a) and Section 16(c), during the Notice Period, the Refining Entity Lion shall remain liable for Deficiency Payments. Subject to Section 9(b), during During the Notice Period, the Logistics Entity may terminate this Agreement upon sixty (60) 60 days prior written notice to the Refining entity Lion in order to enter into an agreement to provide any third party the services provided to the Refining Entity Lion under this Agreement; provided, however, that Logistics shall not have the right to terminate this Agreement for so long as Lion continues to make Deficiency Payments. (bc) If refining operations at the Refinery are suspended for any reason (including refinery turnaround operations and other scheduled maintenance), then the Refining Entity Lion shall remain liable for Deficiency Payments under this Agreement for the duration of the suspension, unless and until this Agreement is terminated as provided above. The Refining Entity Lion shall provide at least thirty (30) 30 days’ prior written notice of any suspension of operations at the Refinery due to a planned turnaround or scheduled maintenance, provided that the Refining Entity Lion shall not have any liability for any failure to notify, or delay in notifying, the Logistics Entity of any such suspension except to the extent the Logistics Entity has been materially damaged by such failure or delay. (cd) In the event the operations of the Refinery are suspended under this Section 9 16 or as a result of a Force Majeure event, the Logistics Entity shall have the right to provide transportation and storage services to third parties on the terms and conditions set forth in Section 2(q2(i).

Suspension of Refinery Operations. (a) From and after the second anniversary of the Original Effective Date, in the event that the Refining Entity decides to permanently or indefinitely suspend refining operations at the Refinery for a period that shall continue for at least twelve (12) consecutive months, the Refining Entity DKTS may provide written notice to the Logistics Entity Delek-Big Xxxxx of the Refining Entity’s DKTS’ intent to terminate this Agreement (the “Suspension Notice”). Such Suspension Notice shall be sent at any time (but not prior to the second anniversary of the Original Effective Date) after the Refining Entity DKTS has notified the Logistics Entity Delek-Big Xxxxx of such suspension and, upon the expiration of the period of twelve (12) months (which may run concurrently with the twelve (12) month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), this Agreement shall terminate. If the Refining Entity DKTS notifies the Logistics EntityDelek-Big Xxxxx, more than two months prior to the expiration of the Notice Period, of its Refining’s intent to resume operations at the Refinery, then the Suspension Notice shall be deemed revoked and this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered. Subject to Section 23(b) and Section 24(a), during this Notice Period, DKTS shall remain liable for the Deficiency Payments and for Storage Fees. During the Notice Period, the Refining Entity shall remain liable for Deficiency Payments. Subject to Section 9(b), during the Notice Period, the Logistics Entity Delek-Big Xxxxx may terminate this Agreement upon sixty (60) days prior written notice to the Refining entity in order to enter into an agreement to provide any third party the services provided to the Refining Entity DKTS under this Agreement. (b) If refining operations at the Refinery are suspended for any reason (including refinery turnaround operations and other scheduled maintenance), then the Refining Entity DKTS shall remain liable for Deficiency Shortfall Payments under this Agreement for the duration of the suspensionsuspension and for payment of the Storage Fees, unless and until this Agreement is terminated as provided above. The Refining Entity DKTS shall provide at least thirty (30) days’ prior written notice of any suspension of operations at the Refinery due to a planned turnaround or scheduled maintenance, provided that the Refining Entity DKTS shall not have any liability for any failure to notify, or delay in notifying, the Logistics Entity Delek-Big Xxxxx of any such suspension except to the extent the Logistics Entity Delek-Big Xxxxx has been materially damaged by such failure or delay. (c) In the event the operations of the Refinery are suspended under this Section 9 or as a result of a Force Majeure event, the Logistics Entity shall have the right to provide transportation and storage services to third parties on the terms and conditions set forth in Section 2(q).

Suspension of Refinery Operations. (a) XXXX shall inform Logistics at least 60 days in advance (or promptly, in the case of an unplanned interruption) of any anticipated partial or complete interruption of operations of the Refinery, including relevant information about the nature, extent, cause and expected duration of the interruption and the actions Lion is taking to resume full operations, provided that Lion shall not have any liability for any failure to notify, or delay in notifying, Logistics of any such matters except to the extent Logistics has been materially damaged by such failure or delay. (b) From and after the second anniversary of the Effective Date, in the event that the Refining Entity Lion decides to permanently or indefinitely suspend refining operations at the Refinery for a period that shall continue for at least twelve (12) 12 consecutive months, the Refining Entity XXXX may provide written notice to the Logistics Entity of the Refining Entity’s XXXX’x intent to terminate this Agreement (the “Suspension Notice”). Such Suspension Notice shall be sent at any time (but not prior to the second anniversary of the Effective Date) after the Refining Entity XXXX has notified the Logistics Entity of such suspension and, upon the expiration of the period of twelve (12) 12 months (which may run concurrently with the twelve (12) -month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), this Agreement shall terminate. If the Refining Entity XXXX notifies the Logistics EntityLogistics, more than two months prior to the expiration of the Notice Period, of its Lion’s intent to resume operations at the Refinery, then the Suspension Notice shall be deemed revoked and this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered. During Subject to Section 4(a) and Section 12(c), during the Notice Period, the Refining Entity XXXX shall remain liable for Deficiency Payments. Subject to Section 9(b), during During the Notice Period, the Logistics Entity may terminate this Agreement upon sixty (60) days 60 days’ prior written notice to the Refining entity XXXX in order to enter into an agreement to provide any third party the services provided to the Refining Entity XXXX under this Agreement; provided, however, that Logistics shall not have the right to terminate this Agreement for so long as Lion continues to make Deficiency Payments. (bc) If refining operations at the Refinery are suspended for any reason (including refinery turnaround operations and other scheduled maintenance), then the Refining Entity XXXX shall remain liable for Deficiency Payments under this Agreement for the duration of the suspension, unless and until this Agreement is terminated as provided above. The Refining Entity XXXX shall provide at least thirty (30) 30 days’ prior written notice of any suspension of operations at the Refinery due to a planned turnaround or scheduled maintenance, provided that the Refining Entity XXXX shall not have any liability for any failure to notify, or delay in notifying, the Logistics Entity of any such suspension except to the extent the Logistics Entity has been materially damaged by such failure or delay. (c) In the event the operations of the Refinery are suspended under this Section 9 or as a result of a Force Majeure event, the Logistics Entity shall have the right to provide transportation and storage services to third parties on the terms and conditions set forth in Section 2(q).

Suspension of Refinery Operations. (a) From and after the second anniversary of the Effective Date, in In the event that the Refining Entity Tesoro decides to permanently or indefinitely suspend refining operations at the Refinery any of Tesoro's Refineries for a period that shall continue for at least twelve (12) consecutive monthsMonths, the Refining Entity Tesoro may provide written notice to the Logistics Entity TLO of the Refining Entity’s Tesoro's intent to terminate that part of this Agreement relating to the applicable associated Terminal (the “Suspension Notice”). Such Suspension Notice shall be sent at any time (but not prior to the second anniversary of the Effective Date) after the Refining Entity Tesoro has notified the Logistics Entity of publicly announced such suspension and, upon the expiration of the period of twelve (12) months (which may run concurrently with the twelve (12) month 12)-Month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), that part of this Agreement relating to such Terminal shall terminate. If the Refining Entity notifies the Logistics EntityTesoro publicly announces, more than two months Months prior to the expiration of the Notice Period, of its intent to resume operations at the applicable Refinery, then the Suspension Notice shall be deemed revoked and the applicable portion of this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered. . (b) During the Notice Period, for any Month during which Tesoro does not throughput any volumes of Products at an affected Terminal, Tesoro shall be permitted to reduce its Minimum Throughput Commitment by an amount equal to the Refining Entity shall remain liable Stipulated Volume for Deficiency Payments. Subject to Section 9(bsuch affected Terminal(s), provided that Tesoro pays TLO a fee for such Month (a “Curtailment Fee”). Curtailment Fees for each applicable Month shall be equal to (i) such Terminal's Stipulated Volume multiplied by (ii) the number of days in the Month, multiplied by (iii) the weighted average monthly Terminalling Service Fee incurred by Tesoro at such Terminal during the twelve (12) calendar Months immediately preceding the Refinery's suspension of operations. For the purposes of calculating Shortfall Payments during any Month in which Tesoro pays TLO a Curtailment Fee, volume shortfalls shall be determined by deducting volumes throughput at the Terminals by TRMC during such Month from the Adjusted Minimum Throughput Commitment. (c) Upon the expiration of the Notice Period, Tesoro shall no longer owe TLO any future Curtailment Fees and shall have no throughput obligation with respect to the Logistics Entity may terminate affected Terminal, and Tesoro's Minimum Throughput Commitment shall be adjusted to the Adjusted Minimum Volume Commitment for the remaining unaffected Terminals, by deducting the applicable Stipulated Volume for the Terminal removed from this Agreement upon sixty (60) days prior written notice to the Refining entity in order to enter into an agreement to provide any third party the services provided to the Refining Entity under this Agreement. (b) Section 30. If refining operations at any of the Refinery Refineries are suspended for any reason (including refinery turnaround operations Refinery turnarounds and other scheduled maintenance), then the Refining Entity Tesoro shall remain liable for Deficiency Shortfall Payments under this Agreement for the duration of the suspension, unless and until this Agreement is terminated as provided above. The Refining Entity shall provide at least thirty (30) days’ prior written notice of any suspension of operations at the Refinery due to Schedule D attached hereto includes a planned turnaround or scheduled maintenance, provided that the Refining Entity shall not have any liability for any failure to notify, or delay in notifying, the Logistics Entity of any such suspension except to the extent the Logistics Entity has been materially damaged by such failure or delay. (c) In the event the operations list of the Refinery are suspended under this Section 9 or as a result Terminals associated with each of a Force Majeure event, the Logistics Entity shall have the right to provide transportation and storage services to third parties on the terms and conditions set forth in Section 2(q)Refineries.

Suspension of Refinery Operations. (a) From and after the second anniversary of the Effective Date, in In the event that the Refining Entity TRMC decides to permanently or indefinitely suspend refining operations at the Refinery for a period that shall continue for at least twelve (12) consecutive monthsMonths, the Refining Entity TRMC may provide written notice to the Logistics Entity TLO of the Refining Entity’s TRMC's intent to terminate this Agreement (the “Suspension Notice”). Such Suspension Notice shall be sent at any time (but not prior to the second anniversary of the Effective Date) after the Refining Entity TRMC has notified the Logistics Entity of publicly announced such suspension and, upon the expiration of the period of twelve (12) months (which may run concurrently with the twelve (12) month 12)-Month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), this Agreement shall terminate. If the Refining Entity notifies the Logistics EntityTRMC publicly announces, more than two months (2) Months prior to the expiration of the Notice Period, of its intent to resume operations at the Refinery, then the Suspension Notice shall be deemed revoked revoked, and this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered. . (b) During the Notice Period, the Refining Entity TRMC shall remain liable for Deficiency Payments. Subject to Section 9(b), during Monthly payments of the Throughput and Tankage Fees and the URPP Use Fee and any reimbursements or surcharges hereunder. (c) During the Notice Period, TLO will not be obligated to provide exclusive dedicated use of the Logistics Entity may terminate this Agreement upon sixty (60) days Amorco Assets for TRMC; provided, however, that TLO shall continue to allow TRMC use of the Amorco Assets on a priority basis, and TLO shall not dedicate any portion of the Amorco Assets to common carrier service without the prior written notice to the Refining entity in order to enter into an agreement to provide any third party the services provided to the Refining Entity under this Agreementapproval of TRMC, which approval shall not be unreasonably withheld or delayed. (bd) Upon the expiration of the Notice Period, this Agreement shall terminate, except as provided in subsection (e) below, and TRMC's approval shall not be required for TLO to dedicate any of the Amorco Assets to common carrier service. (e) If the Notice Period shall occur during the Interim Period, then TRMC and TLO shall cooperate in good faith to obtain all required approvals of the CSLC and CDFG and other state agencies to permit the Lease Assignment and COFR Assignment and the transfer of the Pipelines as early as reasonably practicable, but the provisions specified in Section 6 of this Agreement regarding 19 \36164683.6 reimbursement for TRMC's costs as Lessee of the Wharf Lease and owner of the Pipelines shall continue through the Interim Period. (f) TRMC is not permitted to suspend or reduce its obligations under this Agreement in connection with a shutdown of the Refinery for scheduled turnarounds or other regular servicing or maintenance. If refining operations at the Refinery are suspended for any reason (including refinery turnaround operations Refinery turnarounds and other scheduled maintenance), then the Refining Entity TRMC shall remain liable for Deficiency Payments the Throughput and Tankage Fees and the URPP Use Fee and any reimbursements or surcharges under this Agreement for the duration of the suspension, unless and until this Agreement is terminated as provided above. The Refining Entity TRMC shall provide at least thirty (30) days’ ' prior written notice of any suspension of operations at the Refinery due to a planned turnaround or scheduled maintenance, provided that the Refining Entity shall not have any liability for any failure to notify, or delay in notifying, the Logistics Entity of any such suspension except to the extent the Logistics Entity has been materially damaged by such failure or delay. (c) In the event the operations of the Refinery are suspended under this Section 9 or as a result of a Force Majeure event, the Logistics Entity shall have the right to provide transportation and storage services to third parties on the terms and conditions set forth in Section 2(q).

Suspension of Refinery Operations. (a) From and after the second anniversary of the Effective Date, in 7.1 In the event that the Refining Entity MPC decides to permanently or indefinitely suspend refining operations at the Refinery either its Robinson, Illinois refinery or its Catlettsburg, Kentucky refinery for a period that shall continue for at least twelve (12) consecutive months, the Refining Entity Parties will negotiate in good faith an appropriate reduction to the Quarterly Throughput Commitment if the other refinery is remaining in operation. If the Parties are unable to agree on an appropriate reduction to the Quarterly Throughput Commitment, MPC may provide written notice to the Logistics Entity MPL of the Refining EntityMPC’s intent intention to terminate this Agreement suspend operations (the “Suspension Notice”). Such Suspension Notice shall be sent at any time (but not prior to the second anniversary of the Effective Date) after the Refining Entity MPC has notified the Logistics Entity of publicly announced such suspension of operations and, upon the expiration of the period of twelve (12) months (which may run concurrently with the twelve (12) month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), this Agreement shall terminate. If the Refining Entity notifies the Logistics EntityMPC publicly announces, more than at least two (2) months prior to the expiration of the Notice Period, of its intent to resume operations at its Robinson, Illinois refinery or its Catlettsburg, Kentucky refinery, as the Refinerycase may be, then the Suspension Notice shall be deemed revoked and this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered. During the Notice Period, the Refining Entity shall remain liable for Deficiency Payments. Subject to Section 9(b), during the Notice Period, the Logistics Entity may terminate this Agreement upon sixty (60) days prior written notice to the Refining entity in order to enter into an agreement to provide any third party the services provided to the Refining Entity under this Agreement. (b) 7.2 If refining operations at the Refinery MPC’s Robinson, Illinois refinery or MPC’s Catlettsburg, Kentucky refinery are suspended for any reason (including refinery turnaround operations and other scheduled planned maintenance), then the Refining Entity MPC shall remain liable for Quarterly Deficiency Payments under this Agreement for the duration of the such suspension, unless and until this Agreement is terminated as provided above. The Refining Entity in Section 7.1. 7.3 MPC shall provide MPL with at least thirty (30) daysDays’ prior written notice of any suspension of operations at the Refinery its Robinson, Illinois refinery or its Catlettsburg, Kentucky refinery due to a planned refinery turnaround or significant scheduled maintenance, provided that the Refining Entity shall not have any liability for any failure to notify, or delay in notifying, the Logistics Entity of any such suspension except to the extent the Logistics Entity has been materially damaged by such failure or delay. (c) In the event the operations of the Refinery are suspended under this Section 9 or as a result of a Force Majeure event, the Logistics Entity shall have the right to provide transportation and storage services to third parties on the terms and conditions set forth in Section 2(q).

Suspension of Refinery Operations. (a) From and after the second anniversary of the Effective Date, in 7.1 In the event that the Refining Entity MPC decides to permanently or indefinitely suspend refining operations at the Refinery its Catlettsburg, Kentucky or its Canton, Ohio refinery for a period that shall continue for at least twelve (12) consecutive months, the Refining Entity Parties will negotiate in good faith an appropriate reduction to the Quarterly Throughput Commitment if the other refinery is remaining in operation. If the Parties are unable to agree on an appropriate reduction to the Quarterly Throughput Commitment, MPC may provide written notice to the Logistics Entity ORPL of the Refining EntityMPC’s intent intention to terminate this Agreement suspend operations (the “Suspension Notice”). Such Suspension Notice shall be sent at any time (but not prior to the second anniversary of the Effective Date) after the Refining Entity MPC has notified the Logistics Entity of publicly announced such suspension of operations and, upon the expiration of the period of twelve (12) months (which may run concurrently with the twelve (12) month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), this Agreement shall terminate. If the Refining Entity notifies the Logistics EntityMPC publicly announces, more than at least two (2) months prior to the expiration of the Notice Period, of its intent to resume operations at its Catlettsburg, Kentucky refinery or its Canton, Ohio refinery, as the Refinerycase may be, then the Suspension Notice shall be deemed revoked and this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered. During the Notice Period, the Refining Entity shall remain liable for Deficiency Payments. Subject to Section 9(b), during the Notice Period, the Logistics Entity may terminate this Agreement upon sixty (60) days prior written notice to the Refining entity in order to enter into an agreement to provide any third party the services provided to the Refining Entity under this Agreement. (b) 7.2 If refining operations at the Refinery MPC’s Catlettsburg, Kentucky refinery or MPC’s Canton, Ohio refinery are suspended for any reason (including refinery turnaround operations and other scheduled planned maintenance), then the Refining Entity MPC shall remain liable for Quarterly Deficiency Payments under this Agreement for the duration of the such suspension, unless and until this Agreement is terminated as provided above. The Refining Entity in Section 7.1. 7.3 MPC shall provide ORPL with at least thirty (30) daysDays’ prior written notice of any suspension of operations at the Refinery its Catlettsburg, Kentucky refinery or its Canton, Ohio refinery due to a planned refinery turnaround or significant scheduled maintenance, provided that the Refining Entity shall not have any liability for any failure to notify, or delay in notifying, the Logistics Entity of any such suspension except to the extent the Logistics Entity has been materially damaged by such failure or delay. (c) In the event the operations of the Refinery are suspended under this Section 9 or as a result of a Force Majeure event, the Logistics Entity shall have the right to provide transportation and storage services to third parties on the terms and conditions set forth in Section 2(q).

Suspension of Refinery Operations. (a) DKTS shall use reasonable commercial efforts to minimize the interruption of operations at the Refinery. DKTS shall inform Logistics at least 60 days in advance (or promptly, in the case of an unplanned interruption) of any anticipated partial or complete interruption of operations of the Refinery, including relevant information about the nature, extent, cause and expected duration of the interruption and the actions DKTS is taking to resume full operations, provided that DKTS shall not have any liability for any failure to notify, or delay in notifying, Logistics of any such matters except to the extent Logistics has been materially damaged by such failure or delay. (b) From and after the second anniversary of the Original Effective Date, in the event that the Refining Entity Lion Oil decides to permanently or indefinitely suspend refining operations at the Refinery for a period that shall continue for at least twelve (12) 12 consecutive months, the Refining Entity DKTS may provide written notice to the Logistics Entity of the Refining Entity’s DKTS’ intent to terminate this Agreement (the “Suspension Notice”). Such Suspension Notice shall be sent at any time (but not prior to the second anniversary of the Original Effective Date) after the Refining Entity DKTS has notified the Logistics Entity of such suspension and, upon the expiration of the period of twelve (12) 12 months (which may run concurrently with the twelve (12) -month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), this Agreement shall terminate. If the Refining Entity DKTS notifies the Logistics EntityLogistics, more than two months prior to the expiration of the Notice Period, of its Lion Oil’s intent to resume operations at the Refinery, then the Suspension Notice shall be deemed revoked and this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered. During Subject to Section 5(a) and Section 16(c), during the Notice Period, the Refining Entity DKTS shall remain liable for Deficiency Payments. Subject to Section 9(b), during During the Notice Period, the Logistics Entity may terminate this Agreement upon sixty (60) 60 days prior written notice to the Refining entity DKTS in order to enter into an agreement to provide any third party the services provided to the Refining Entity DKTS under this Agreement; provided, however, that Logistics shall not have the right to terminate this Agreement for so long as DKTS continues to make Deficiency Payments. (bc) If refining operations at the Refinery are suspended for any reason (including refinery turnaround operations and other scheduled maintenance), then the Refining Entity DKTS shall remain liable for Deficiency Payments under this Agreement for the duration of the suspension, unless and until this Agreement is terminated as provided above. The Refining Entity DKTS shall provide at least thirty (30) 30 days’ prior written notice of any suspension of operations at the Refinery due to a planned turnaround or scheduled maintenance, provided that the Refining Entity DKTS shall not have any liability for any failure to notify, or delay in notifying, the Logistics Entity of any such suspension except to the extent the Logistics Entity has been materially damaged by such failure or delay. (cd) In the event the operations of the Refinery are suspended under this Section 9 16 or as a result of a Force Majeure event, the Logistics Entity shall have the right to provide transportation and storage services to third parties on the terms and conditions set forth in Section 2(q2(i).

Suspension of Refinery Operations. (a) 15.1 From and after the second anniversary of the Effective Original Commencement Date, in the event that the Refining Entity Lion Oil decides to permanently or indefinitely suspend refining operations at the Refinery for a period that shall continue for at least twelve (12) consecutive months, the Refining Entity Company may provide written notice to the Logistics Entity Partnership of the Refining EntityCompany’s intent to terminate this Agreement (the “Suspension Notice”). Such Suspension Notice shall be sent at any time (but not prior to the second anniversary of the Effective Original Commencement Date) after the Refining Entity Company has notified the Logistics Entity Partnership of such suspension and, upon the expiration of the period of twelve (12) months (which may run concurrently with the twelve (12) month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), this Agreement shall terminate. If the Refining Entity Company notifies the Logistics EntityPartnership, more than two months prior to the expiration of the Notice Period, of its Lion Oil’s intent to resume operations at the Refinery, then the Suspension Notice shall be deemed revoked and this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered. During the Notice Period, the Refining Entity Company shall remain liable for Deficiency Shortfall Payments. Subject to Section 9(b)15.2 and after the Expiration Date, during the Notice Period, Period the Logistics Entity Partnership may terminate this Agreement upon sixty (60) days prior written notice to the Refining entity Company in order to enter into an agreement to provide any third party the services provided to the Refining Entity Company under this Agreement. (b) 15.2 If refining operations at the Refinery are suspended for any reason (including refinery turnaround operations and other scheduled maintenance), then the Refining Entity Company shall remain liable for Deficiency Payments under this Agreement for the duration of the suspension, unless and until this Agreement is terminated as provided above. The Refining Entity Company shall provide at least thirty (30) days’ prior written notice of any suspension of operations at the Refinery due to a planned turnaround or scheduled maintenance, provided that the Refining Entity Company shall not have any liability for any failure to notify, or delay in notifying, the Logistics Entity Partnership of any such suspension except to the extent the Logistics Entity a Partnership Party has been materially damaged by such failure or delay. (c) In 15.3 After the Expiration Date, in the event the operations of the Refinery are suspended under this Section 9 Article 15 or as a result of a Force Majeure event, the Logistics Entity Partnership Parties shall have the right to provide transportation and storage services to third parties on the terms and conditions set forth in Section 2(q)4.7.

Suspension of Refinery Operations. (a) From and after the second anniversary of the Effective Date, in 7.1 In the event that the Refining Entity MPC decides to permanently or indefinitely suspend refining operations at the Refinery either its Canton, Ohio refinery or its Detroit, Michigan refinery for a period that shall continue for at least twelve (12) consecutive months, the Refining Entity Parties will negotiate in good faith an appropriate reduction to the Quarterly Throughput Commitment if the other refinery is remaining in operation. If the Parties are unable to agree on an appropriate reduction to the Quarterly Throughput Commitment, MPC may provide written notice to the Logistics Entity MPL of the Refining EntityMPC’s intent intention to terminate this Agreement suspend operations (the “Suspension Notice”). Such Suspension Notice shall be sent at any time (but not prior to the second anniversary of the Effective Date) after the Refining Entity MPC has notified the Logistics Entity of publicly announced such suspension of operations and, upon the expiration of the period of twelve (12) months (which may run concurrently with the twelve (12) month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), this Agreement shall terminate. If the Refining Entity notifies the Logistics EntityMPC publicly announces, more than at least two (2) months prior to the expiration of the Notice Period, of its intent to resume operations at its Canton, Ohio refinery or its Detroit, Michigan refinery, as the Refinerycase may be, then the Suspension Notice shall be deemed revoked and this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered. During the Notice Period, the Refining Entity shall remain liable for Deficiency Payments. Subject to Section 9(b), during the Notice Period, the Logistics Entity may terminate this Agreement upon sixty (60) days prior written notice to the Refining entity in order to enter into an agreement to provide any third party the services provided to the Refining Entity under this Agreement. (b) 7.2 If refining operations at the Refinery MPC’s Canton, Ohio refinery or MPC’s Detroit, Michigan refinery are suspended for any reason (including refinery turnaround operations and other scheduled planned maintenance), then the Refining Entity MPC shall remain liable for Quarterly Deficiency Payments under this Agreement for the duration of the such suspension, unless and until this Agreement is terminated as provided above. The Refining Entity in Section 7.1. 7.3 MPC shall provide MPL with at least thirty (30) daysDays’ prior written notice of any suspension of operations at the Refinery its Canton, Ohio refinery or its Detroit, Michigan refinery due to a planned refinery turnaround or significant scheduled maintenance, provided that the Refining Entity shall not have any liability for any failure to notify, or delay in notifying, the Logistics Entity of any such suspension except to the extent the Logistics Entity has been materially damaged by such failure or delay. (c) In the event the operations of the Refinery are suspended under this Section 9 or as a result of a Force Majeure event, the Logistics Entity shall have the right to provide transportation and storage services to third parties on the terms and conditions set forth in Section 2(q).

Suspension of Refinery Operations. (a) From and after the second (2nd) anniversary of the Effective Commencement Date, in the event that the Refining Entity PBF Holding decides to permanently or indefinitely suspend all or substantially all crude oil refining operations at the Refinery for a period that shall continue for at least twelve (12) consecutive months, the Refining Entity PBF Holding may provide written notice to the Logistics Entity TVPC of the Refining EntityPBF Holding’s intent to terminate this Agreement (the “Suspension Notice”). Such Suspension Notice shall be sent at any time (but not prior to the second (2nd) anniversary of the Effective Commencement Date) after the Refining Entity PBF Holding has notified the Logistics Entity TVPC of such suspension and, upon the expiration of the period of twelve (12) months (which may run concurrently with the twelve (12) month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), this Agreement and any Service Orders shall terminate. If the Refining Entity PBF Holding notifies the Logistics Entity, TVPC more than two (2) months prior to the expiration of the Notice Period, Period of its intent to resume operations at the Refinery, then the Suspension Notice shall be deemed revoked and this Agreement and any Service Orders shall continue in full force and effect as if such Suspension Notice had never been delivered. During the Notice Period, the Refining Entity PBF Holding shall remain liable for Deficiency PaymentsCrude Shortfall Payments and Storage Services Fees and all payments with respect of Surcharges hereunder. Subject to Section 9(b)16(a) and after the fifth (5th) anniversary of the Commencement Date, during the Notice Period, the Logistics Entity TVPC may terminate this Agreement upon sixty (60) days prior written notice to the Refining entity PBF Holding in order to enter into an agreement to provide any third party the services provided to the Refining Entity PBF Holding under this Agreement. (b) If refining operations at the Refinery are suspended for any reason (including refinery turnaround operations and other scheduled maintenance), then the Refining Entity shall remain liable for Deficiency Payments under this Agreement for the duration of the suspension, unless and until this Agreement is terminated as provided above. The Refining Entity shall provide at least thirty (30) days’ prior written notice of any suspension of operations at the Refinery due to a planned turnaround or scheduled maintenance, provided that the Refining Entity shall not have any liability for any failure to notify, or delay in notifying, the Logistics Entity of any such suspension except to the extent the Logistics Entity has been materially damaged by such failure or delay. (c) In the event the operations of the Refinery are suspended under this Section 9 or as a result of a Force Majeure event, the Logistics Entity shall have the right to provide transportation and storage services to third parties on the terms and conditions set forth in Section 2(q).

Suspension of Refinery Operations. (a) From and after the second anniversary of the Original Effective Date, in the event that the Refining Entity decides to permanently or indefinitely suspend refining operations at the Refinery for a period that shall continue for at least twelve (12) consecutive months, the Refining Entity DKTS may provide written notice to the Logistics Entity of the Refining EntityDKTS’s intent to terminate this Agreement (the “Suspension Notice”). Such Suspension Notice shall be sent at any time (but not prior to the second anniversary of the Original Effective Date) after the Refining Entity DKTS has notified the Logistics Entity of such suspension and, upon the expiration of the period of twelve (12) months (which may run concurrently with the twelve (12) month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), this Agreement shall terminate. If the Refining Entity DKTS notifies the Logistics Entity, more than two months prior to the expiration of the Notice Period, of its the Refining Entity’s intent to resume operations at the Refinery, then the Suspension Notice shall be deemed revoked and this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered. During the Notice Period, the Refining Entity DKTS shall remain liable for Deficiency Payments. Subject to Section 9(b), during the Notice Period, the Logistics Entity may terminate this Agreement upon sixty (60) days prior written notice to the Refining entity DKTS in order to enter into an agreement to provide any third party the services provided to the Refining Entity DKTS under this Agreement. (b) If refining operations at the Refinery are suspended for any reason (including refinery turnaround operations and other scheduled maintenance), then the Refining Entity DKTS shall remain liable for Deficiency Payments under this Agreement for the duration of the suspension, unless and until this Agreement is terminated as provided above. The Refining Entity DKTS shall provide at least thirty (30) days’ prior written notice of any suspension of operations at the Refinery due to a planned turnaround or scheduled maintenance, provided that the Refining Entity DKTS shall not have any liability for any failure to notify, or delay in notifying, the Logistics Entity of any such suspension except to the extent the Logistics Entity has been materially damaged by such failure or delay. (c) In the event the operations of the Refinery are suspended under this Section 9 or as a result of a Force Majeure event, the Logistics Entity shall have the right to provide transportation and storage services to third parties on the terms and conditions set forth in Section 2(q).

Suspension of Refinery Operations. (a) From and after the second anniversary of the Effective Date, in 7.1 In the event that the Refining Entity MPC decides to permanently or indefinitely suspend refining operations at the Refinery its Robinson, Illinois refinery, its Catlettsburg, Kentucky refinery, its Detroit, Michigan refinery or its Canton, Ohio refinery for a period that shall continue for at least twelve (12) consecutive months, the Refining Entity Parties will negotiate in good faith an appropriate reduction to the Quarterly Throughput Commitment if such other refineries are remaining in operation. If the Parties are unable to agree on an appropriate reduction to the Quarterly Throughput Commitment, MPC may provide written notice to the Logistics Entity MPL of the Refining EntityMPC’s intent intention to terminate this Agreement suspend operations (the “Suspension Notice”). Such Suspension Notice shall be sent at any time (but not prior to the second anniversary of the Effective Date) after the Refining Entity MPC has notified the Logistics Entity of publicly announced such suspension of operations and, upon the expiration of the period of twelve (12) months (which may run concurrently with the twelve (12) month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), this Agreement shall terminate. If the Refining Entity notifies the Logistics EntityMPC publicly announces, more than at least two (2) months prior to the expiration of the Notice Period, of its intent to resume operations at its Robinson, Illinois refinery, its Catlettsburg, Kentucky refinery its Canton, Ohio refinery or its Detroit, Michigan refinery, as the Refinerycase may be, then the Suspension Notice shall be deemed revoked and this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered. During the Notice Period, the Refining Entity shall remain liable for Deficiency Payments. Subject to Section 9(b), during the Notice Period, the Logistics Entity may terminate this Agreement upon sixty (60) days prior written notice to the Refining entity in order to enter into an agreement to provide any third party the services provided to the Refining Entity under this Agreement. (b) 7.2 If refining operations at the Refinery MPC’s Robinson, Illinois refinery, its Catlettsburg, Kentucky refinery, its Detroit, Michigan refinery or its Canton, Ohio refinery are suspended for any reason (including refinery turnaround operations and other scheduled planned maintenance), then the Refining Entity MPC shall remain liable for Quarterly Deficiency Payments under this Agreement for the duration of the such suspension, unless and until this Agreement is terminated as provided above. The Refining Entity in Section 7.1. 7.3 MPC shall provide MPL with at least thirty (30) daysDays’ prior written notice of any suspension of operations at the Refinery its Robinson, Illinois refinery, its Catlettsburg, Kentucky refinery, its Detroit, Michigan refinery or its Canton, Ohio refinery due to a planned refinery turnaround or significant scheduled maintenance, provided that the Refining Entity shall not have any liability for any failure to notify, or delay in notifying, the Logistics Entity of any such suspension except to the extent the Logistics Entity has been materially damaged by such failure or delay. (c) In the event the operations of the Refinery are suspended under this Section 9 or as a result of a Force Majeure event, the Logistics Entity shall have the right to provide transportation and storage services to third parties on the terms and conditions set forth in Section 2(q).

Suspension of Refinery Operations. (a) DKTS shall inform Logistics at least 60 days in advance (or promptly, in the case of an unplanned interruption) of any anticipated partial or complete interruption of operations of the Refinery, including relevant information about the nature, extent, cause and expected duration of the interruption and the actions DKTS is taking to resume full operations, provided that DKTS shall not have any liability for any failure to notify, or delay in notifying, Logistics of any such matters except to the extent Logistics has been materially damaged by such failure or delay. (b) From and after the second anniversary of the Original Effective Date, in the event that the Refining Entity Lion Oil decides to permanently or indefinitely suspend refining operations at the Refinery for a period that shall continue for at least twelve (12) 12 consecutive months, the Refining Entity DKTS may provide written notice to the Logistics Entity of the Refining Entity’s DKTS’ intent to terminate this Agreement (the “Suspension Notice”). Such Suspension Notice shall be sent at any time (but not prior to the second anniversary of the Original Effective Date) after the Refining Entity DKTS has notified the Logistics Entity of such suspension and, upon the expiration of the period of twelve (12) 12 months (which may run concurrently with the twelve (12) -month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), this Agreement shall terminate. If the Refining Entity DKTS notifies the Logistics EntityLogistics, more than two months prior to the expiration of the Notice Period, of its Lion Oil’s intent to resume operations at the Refinery, then the Suspension Notice shall be deemed revoked and this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered. During Subject to Section 4(a) and Section 12(c), during the Notice Period, the Refining Entity DKTS shall remain liable for Deficiency Payments. Subject to Section 9(b), during During the Notice Period, the Logistics Entity may terminate this Agreement upon sixty (60) days 60 days’ prior written notice to the Refining entity DKTS in order to enter into an agreement to provide any third party the services provided to the Refining Entity DKTS under this Agreement; provided, however, that Logistics shall not have the right to terminate this Agreement for so long as DKTS continues to make Deficiency Payments. (bc) If refining operations at the Refinery are suspended for any reason (including refinery turnaround operations and other scheduled maintenance), then the Refining Entity DKTS shall remain liable for Deficiency Payments under this Agreement for the duration of the suspension, unless and until this Agreement is terminated as provided above. The Refining Entity DKTS shall provide at least thirty (30) 30 days’ prior written notice of any suspension of operations at the Refinery due to a planned turnaround or scheduled maintenance, provided that the Refining Entity DKTS shall not have any liability for any failure to notify, or delay in notifying, the Logistics Entity of any such suspension except to the extent the Logistics Entity has been materially damaged by such failure or delay. (c) In the event the operations of the Refinery are suspended under this Section 9 or as a result of a Force Majeure event, the Logistics Entity shall have the right to provide transportation and storage services to third parties on the terms and conditions set forth in Section 2(q).

Suspension of Refinery Operations. (a) DKTS shall use reasonable commercial efforts to minimize the interruption of operations at the Refinery. DKTS shall inform Logistics at least 60 days in advance (or promptly, in the case of an unplanned interruption) of any anticipated partial or complete interruption of operations of the Refinery, including relevant information about the nature, extent, cause and expected duration of the interruption and the actions DKTS is taking to resume full operations, provided that DKTS shall not have any liability for any failure to notify, or delay in notifying, Logistics of any such matters except to the extent Logistics has been materially damaged by such failure or delay. (b) From and after the second anniversary of the Original Effective Date, in the event that the Refining Entity decides to permanently or indefinitely suspend refining operations at the Refinery for a period that shall continue for at least twelve (12) 12 consecutive months, the Refining Entity DKTS may provide written notice to the Logistics Entity of the Refining EntityDKTS’s intent to terminate this Agreement (the “Suspension Notice”). Such Suspension Notice shall be sent at any time (but not prior to the second anniversary of the Original Effective Date) after the Refining Entity DKTS has notified the Logistics Entity of such suspension and, upon the expiration of the period of twelve (12) 12 months (which may run concurrently with the twelve (12) -month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), this Agreement shall terminate. If the Refining Entity DKTS notifies the Logistics EntityLogistics, more than two months prior to the expiration of the Notice Period, of its Refining’s intent to resume operations at the Refinery, then the Suspension Notice shall be deemed revoked and this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered. During Subject to Section 3(a) and Section 9(c), during the Notice Period, the Refining Entity DKTS shall remain liable for Deficiency Payments. Subject to Section 9(b), during During the Notice Period, the Logistics Entity may terminate this Agreement upon sixty (60) 60 days prior written notice to the Refining entity DKTS in order to enter into an agreement to provide any third party the services provided to the Refining Entity DKTS under this Agreement; provided, however, that Logistics shall not have the right to terminate this Agreement for so long as DKTS continues to make Deficiency Payments. (bc) If refining operations at the Refinery are suspended for any reason (including refinery turnaround operations and other scheduled maintenance), then the Refining Entity DKTS shall remain liable for Deficiency Payments under this Agreement for the duration of the suspension, unless and until this Agreement is terminated as provided above. The Refining Entity DKTS shall provide at least thirty (30) 30 days’ prior written notice of any suspension of operations at the Refinery due to a planned turnaround or scheduled maintenance, provided that the Refining Entity DKTS shall not have any liability for any failure to notify, or delay in notifying, the Logistics Entity of any such suspension except to the extent the Logistics Entity has been materially damaged by such failure or delay. (cd) In the event the operations of the Refinery are suspended under this Section 9 or as a result of a Force Majeure event, the Logistics Entity shall have the right to provide transportation and storage services to third parties on the terms and conditions set forth in Section 2(q).