Common use of Throughput Agreement Clause in Contracts

Throughput Agreement. Administrative Agent recognizes and confirms that the Throughput Agreement, and the rights and interests of Xxxxx thereunder, shall in no way be restricted, limited or otherwise affected by this Agreement, the Xxxxx Mortgage, the Senior Mortgages, any Future Senior Mortgage, the Security Instruments or any liens or security interests thereof; provided, however, that, Xxxxx agrees that nothing in the Throughput Agreement shall (a) prevent any Purchaser or subsequent purchaser from owning or operating the Mortgaged Property, so long as such Purchaser or subsequent purchaser shall have assumed, and be in compliance with, ____________________ obligations under the Throughput Agreement and shall have executed an “SNDA” as defined in, and in accordance with, Article 6 of the Xxxxx Mortgage, or (b) be deemed to invalidate or require the release of any Senior Beneficiary’s liens in the Mortgaged Property in connection with the exercise by Xxxxx of a purchase option under the Throughput Agreement or otherwise. Xxxxx shall not amend, modify or supplement the Throughput Agreement without the prior written consent of the Majority Banks (as defined in the Credit Agreement); provided, that, such amendments, modifications or supplements may be made without the consent of the Majority Banks if such amendments, modifications or supplements (i) individually or in the aggregate, are not materially adverse to the rights of the Administrative Agent or the Financial Institutions, and (ii) individually or in the aggregate, do not materially decrease the economic benefit that ____________________ would have otherwise received pursuant to such agreement. Administrative Agent, both for itself and for any Purchaser, further agrees that upon any Foreclosure Event, the Throughput Agreement shall not be terminated or affected thereby, nor shall Holly’s right to ship or store petroleum products through the pipelines or in the terminals, respectively, constituting a portion of the Property in accordance with the provisions of the Throughput Agreement (or any other rights of Xxxxx under the Throughput Agreement) be affected or disturbed because of the Foreclosure Event, but rather the Throughput Agreement shall continue in full force and effect as direct obligations between the Purchaser and Xxxxx, upon all of the terms, covenants and conditions set forth in the Throughput Agreement. Neither Administrative Agent nor any Purchaser shall claim, or seek adjudication, that the Throughput Agreement has been terminated or otherwise adversely affected by any Foreclosure Event. Notwithstanding the foregoing, in the event that the Throughput Agreement is rejected in bankruptcy or is otherwise terminated, the Purchaser shall, promptly upon request by Xxxxx, enter into a Throughput Agreement with Xxxxx on substantially the same terms (and with tariffs and minimum volumes commensurate with those then applicable under the Throughput Agreement) and conditions as the rejected or terminated Throughput Agreement, but having a term commencing on the date on which Purchaser acquired title to any portion of the Property. The immediately preceding sentence shall be deemed to be a covenant running with the land and shall be binding on any person or entity that acquires title to all or party of the Property by, through or under a Senior Mortgage.

Throughput Agreement. Administrative Agent recognizes and confirms that the Throughput Agreement, and the rights and interests of Xxxxx thereunder, shall in no way be restricted, limited or otherwise affected by this Agreement, the Xxxxx Mortgage, the Senior Mortgages, any Future Senior Mortgage, the Security Instruments or any liens or security interests thereof; provided, however, that, Xxxxx agrees that nothing in the Throughput Agreement shall (a) prevent any Purchaser or subsequent purchaser from owning or operating the Mortgaged Property, so long as such Purchaser or subsequent purchaser shall have assumed, and be in compliance with, ____________________ Grantor’s obligations under the Throughput Agreement and shall have executed an “SNDA” as defined in, and in accordance with, Article 6 of the Xxxxx Mortgage, or (b) be deemed to invalidate or require the release of any Senior BeneficiaryMortgagee’s liens in the Mortgaged Property in connection with the exercise by Xxxxx of a purchase option under the Throughput Agreement or otherwise. Xxxxx shall not amend, modify or supplement the Throughput Agreement without the prior written consent of the Majority Banks (as defined in the Credit Agreement); provided, that, such amendments, modifications or supplements may be made without the consent of the Majority Banks if such amendments, modifications or supplements (i) individually or in the aggregate, are not materially adverse to the rights of the Administrative Agent or the Financial Institutions, and (ii) individually or in the aggregate, do not materially decrease the economic benefit that ____________________ Grantor would have otherwise received pursuant to such agreement. Administrative Agent, both for itself and for any Purchaser, further agrees that upon any Foreclosure Event, the Throughput Agreement shall not be terminated or affected thereby, nor shall Holly’s right to ship or store petroleum products through the pipelines or in the terminals, respectively, constituting a portion of the Property in accordance with the provisions of the Throughput Agreement (or any other rights of Xxxxx under the Throughput Agreement) be affected or disturbed because of the Foreclosure Event, but rather the Throughput Agreement shall continue in full force and effect as direct obligations between the Purchaser and Xxxxx, upon all of the terms, covenants and conditions set forth in the Throughput Agreement. Neither Administrative Agent nor any Purchaser shall claim, or seek adjudication, that the Throughput Agreement has been terminated or otherwise adversely affected by any Foreclosure Event. Notwithstanding the foregoing, in the event that the Throughput Agreement is rejected in bankruptcy or is otherwise terminated, the Purchaser shall, promptly upon request by Xxxxx, enter into a Throughput Agreement with Xxxxx on substantially the same terms (and with tariffs and minimum volumes commensurate with those then applicable under the Throughput Agreement) and conditions as the rejected or terminated Throughput Agreement, but having a term commencing on the date on which Purchaser acquired title to any portion of the Property. The immediately preceding sentence shall be deemed to be a covenant running with the land and shall be binding on any person or entity that acquires title to all or party of the Property by, through or under a Senior Mortgage.

Throughput Agreement. Administrative Agent recognizes and confirms that the Throughput Agreement, and the rights and interests of Xxxxx thereunder, shall in no way be restricted, limited or otherwise affected by this Agreement, the Xxxxx Mortgage, the Senior Mortgages, any Future Senior Mortgage, the Security Instruments or any liens or security interests thereof; provided, however, that, Xxxxx agrees that nothing in the Throughput Agreement shall (ab) prevent any Purchaser or subsequent purchaser from owning or operating the Mortgaged Property, so long as such Purchaser or subsequent purchaser shall have assumed, and be in compliance with, ____________________ Grantor’s obligations under the Throughput Agreement and shall have executed an “SNDA” as defined in, and in accordance with, Article 6 of the Xxxxx Mortgage, or (bc) be deemed to invalidate or require the release of any Senior Beneficiary’s liens in the Mortgaged Property in connection with the exercise by Xxxxx of a purchase option under the Throughput Agreement or otherwise. Xxxxx shall not amend, modify or supplement the Throughput Agreement without the prior written consent of the Majority Banks (as defined in the Credit Agreement); provided, that, such amendments, modifications or supplements may be made without the consent of the Majority Banks if such amendments, modifications or supplements (i) individually or in the aggregate, are not materially adverse to the rights of the Administrative Agent or the Financial Institutions, and (ii) individually or in the aggregate, do not materially decrease the economic benefit that ____________________ Grantor would have otherwise received pursuant to such agreement. Administrative Agent, both for itself and for any Purchaser, further agrees that upon any Foreclosure Event, the Throughput Agreement shall not be terminated or affected thereby, nor shall Holly’s right to ship or store petroleum products through the pipelines or in the terminals, respectively, constituting a portion of the Property in accordance with the provisions of the Throughput Agreement (or any other rights of Xxxxx under the Throughput Agreement) be affected or disturbed because of the Foreclosure Event, but rather the Throughput Agreement shall continue in full force and effect as direct obligations between the Purchaser and Xxxxx, upon all of the terms, covenants and conditions set forth in the Throughput Agreement. Neither Administrative Agent nor any Purchaser shall claim, or seek adjudication, that the Throughput Agreement has been terminated or otherwise adversely affected by any Foreclosure Event. Notwithstanding the foregoing, in the event that the Throughput Agreement is rejected in bankruptcy or is otherwise terminated, the Purchaser shall, promptly upon request by Xxxxx, enter into a Throughput Agreement with Xxxxx on substantially the same terms (and with tariffs and minimum volumes commensurate with those then applicable under the Throughput Agreement) and conditions as the rejected or terminated Throughput Agreement, but having a term commencing on the date on which Purchaser acquired title to any portion of the Property. The immediately preceding sentence shall be deemed to be a covenant running with the land and shall be binding on any person or entity that acquires title to all or party of the Property by, through or under a Senior Mortgage.

Throughput Agreement. Administrative Agent recognizes and confirms that the Throughput Agreement, and the rights and interests of Xxxxx thereunder, shall in no way be restricted, limited or otherwise affected by this Agreement, the Xxxxx Mortgage, the Senior Mortgages, any Future Senior Mortgage, the Security Instruments or any liens or security interests thereof; provided, however, that, Xxxxx agrees that nothing in the Throughput Agreement shall (a) prevent any Purchaser or subsequent purchaser from owning or operating the Mortgaged Property, so long as such Purchaser or subsequent purchaser shall have assumed, and be in compliance with, ____________________ Operating’s obligations under the Throughput Agreement and shall have executed an “SNDA” as defined in, and in accordance with, Article 6 of the Xxxxx Mortgage, or (b) be deemed to invalidate or require the release of any Senior Beneficiary’s liens in the Mortgaged Property in connection with the exercise by Xxxxx of a purchase option under the Throughput Agreement or otherwise. Xxxxx shall not amend, modify or supplement the Throughput Agreement without the prior written consent of the Majority Banks (as defined in the Credit Agreement); provided, that, such amendments, modifications or supplements may be made without the consent of the Majority Banks if such amendments, modifications or supplements (i) individually or in the aggregate, are not materially adverse to the rights of the Administrative Agent or the Financial Institutions, and (ii) individually or in the aggregate, do not materially decrease the economic benefit that ____________________ Operating would have otherwise received pursuant to such agreement. Administrative Agent, both for itself and for any Purchaser, further agrees that upon any Foreclosure Event, the Throughput Agreement shall not be terminated or affected thereby, nor shall Holly’s right to ship or store petroleum products through the pipelines or in the terminals, respectively, constituting a portion of the Property in accordance with the provisions of the Throughput Agreement (or any other rights of Xxxxx under the Throughput Agreement) be affected or disturbed because of the Foreclosure Event, but rather the Throughput Agreement shall continue in full force and effect as direct obligations between the Purchaser and Xxxxx, upon all of the terms, covenants and conditions set forth in the Throughput Agreement. Neither Administrative Agent nor any Purchaser shall claim, or seek adjudication, that the Throughput Agreement has been terminated or otherwise adversely affected by any Foreclosure Event. Notwithstanding the foregoing, in the event that the Throughput Agreement is rejected in bankruptcy or is otherwise terminated, the Purchaser shall, promptly upon request by Xxxxx, enter into a Throughput Agreement with Xxxxx on substantially the same terms (and with tariffs and minimum volumes commensurate with those then applicable under the Throughput Agreement) and conditions as the rejected or terminated Throughput Agreement, but having a term commencing on the date on which Purchaser acquired title to any portion of the Property. The immediately preceding sentence shall be deemed to be a covenant running with the land and shall be binding on any person or entity that acquires title to all or party of the Property by, through or under a Senior Mortgage.