Treatment of Identified Facilities. (a) Subject to Section 14.4(b) below, if at any time Xxxx determines that all or any portion of the facilities constituting an Included Location or Specified Lien Location (in each case, “Identified Facilities”) fail to satisfy Aron’s then applicable policies and procedures relating to the prudent maintenance and operation of storage tanks, pipeline facilities, vessels and other infrastructure used to store or transport Crude Oil and/or Products (“Aron’s Policies and Procedures”), and without limiting any other rights and remedies available to Xxxx hereunder or under any other Transaction Document, Xxxx may provide the Company notice of such failure so long as such failure is continuing and, if Xxxx provides such notice, the following provisions shall be applicable: (i) in the case of any Identified Facilities that are subject to the Storage Facilities Agreement, upon such date as Xxxx shall specify, such Identified Facilities shall cease to constitute an Included Location (or part of an Included Location) for purposes hereof and any payment to Xxxx in respect of any Crude Oil or Products held in such Identified Facilities shall become due in accordance with the provisions of Section 10 hereof; (ii) in the case of any Identified Facilities that are subject to a Required Storage and Transportation Arrangement, the Parties shall endeavor as promptly as reasonably practicable to execute such rights, provide such notices, negotiate such reassignments or terminations and/or NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC. take such further actions as Xxxx xxxxx necessary or appropriate to terminate Aron’s status as the party entitled to use and/or hold Crude Oil or Products at such Identified Facilities and, concurrently with effecting the termination of such status, such Identified Facilities shall cease to constitute an Included Location (or part of an Included Location) for purposes hereof and any payment to Xxxx in respect of any Crude Oil or Products held in such Identified Facilities shall become due in accordance with the provisions of Section 10 hereof and (iii) in the case of any Identified Facilities that are Specified Lien Locations, such Identified Facilities shall cease to constitute a Specified Lien Location (or part of a Specified Lien Location) for purposes hereof and any payment to Xxxx in respect of any Crude Oil or Products held in such Identified Facilities shall become due in accordance with the provisions of Sections 10 and 11 hereof. Aron’s Policies and Procedures are, as of the Second Amendment Restatement Date, in accordance with and not in excess of standards and requirements under Applicable Law and good and prudent industry custom, practices and procedures, provided that Xxxx may from time to time adjust Aron’s Policies and Procedures. If any tank or pipeline has ceased to be an Included Location or Specified Lien Location pursuant to this Section 14.4(a) and thereafter such tank or pipeline is returned to service or reactivated and Xxxx determines, in its reasonable good faith judgment, that such tank or Identified Facilities is compliant with the standards or requirements imposed under Applicable Law or good and prudent industry custom, practice and procedures, then Xxxx shall promptly cooperate with the Company to reestablish such tank or pipeline as an Included Location or Specified Lien Location hereunder (subject to application of Section 14.4(b)(ii) below with respect to reestablishing a tank or pipeline as an Included Location). (b) Aron’s rights under Section 14.4(a) above are subject to the following additional terms and conditions: (i) Xxxx shall apply Aron’s Policies and Procedures with respect to the Included Locations or Specified Lien Locations in a non-discriminatory manner as compared with other similar storage tanks and pipeline facilities utilized in a similar manner; and (ii) If Aron’s Policies and Procedures exceed the standards or requirements imposed under Applicable Law or good and prudent industry custom, practice and procedures, then such excess standards or requirements shall only be applied with respect to determining whether an Included Location is an Identified Facility. If, as a result of the application of such excess standards or requirements, any Included Location is determined to be an Identified Facility, then (1) Xxxx shall not require the removal of such Identified Facilities as Included Locations until the 60th day after giving the Company written notice of such failure, unless in Aron’s reasonable judgment such failure presents an imminent risk relating to such Identified Facility in which case Xxxx may require that such Identified Facility immediately cease to constitute an Included Location and the terms of Section 14.4(a) shall immediately become applicable, (2) during such 60 day period, Xxxx shall consult with the Company in good faith to determine whether based on further information provided by the Company such Identified Facilities comply with Aron’s Policies and Procedures and/or whether
Appears in 1 contract
Samples: Master Supply and Offtake Agreement (Delek US Holdings, Inc.)
Treatment of Identified Facilities. (a) Subject to Section 14.4(b) below, if at any time Xxxx determines that all or any portion of the facilities constituting an Included Location or Specified Lien Location (in each case, “Identified Facilities”) fail to satisfy Aron’s then applicable policies and procedures relating to the prudent maintenance and operation of storage tanks, pipeline facilities, vessels and other infrastructure used to store or transport Crude Oil and/or Products (“Aron’s Policies and Procedures”), and without limiting any other rights and remedies available to Xxxx hereunder or under any other Transaction Document, Xxxx may provide the Company notice of such failure so long as such failure is continuing and, if Xxxx provides such notice, the following provisions shall be applicable: (i) in the case of any Identified Facilities that are subject to the Storage Facilities Agreement, upon such date as Xxxx shall specify, such Identified Facilities shall cease to constitute an Included Location (or part of an Included Location) for purposes hereof and any payment to Xxxx in respect of any Crude Oil or Products held in such Identified Facilities shall become due in accordance with the provisions of Section Article 10 hereof; (ii) in the case of any Identified Facilities that are subject to a Required Storage and Transportation Arrangement, the Parties shall endeavor as promptly as reasonably practicable to execute such rights, provide such notices, negotiate such reassignments or terminations and/or NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC. take such further actions as Xxxx xxxxx necessary or appropriate to terminate Aron’s status as the party entitled to use and/or hold Crude Oil or Products at such Identified Facilities and, concurrently with effecting the termination of such status, such Identified Facilities shall cease to constitute an Included Location (or part of an Included Location) for purposes hereof and any payment to Xxxx in respect of any Crude Oil or Products held in such Identified Facilities shall become due in accordance with the provisions of Section 10 hereof and (iii) in the case of any Identified Facilities that are Specified Lien Locations, such Identified Facilities shall cease to constitute a Specified Lien Location (or part of a Specified Lien Location) for purposes hereof and any payment to Xxxx in respect of any Crude Oil or Products held in such Identified Facilities shall become due in accordance with the provisions of Sections Articles 10 and 11 hereof. Aron’s Policies and Procedures are, as of the Second Amendment Third Restatement Effective Date, in accordance with and not in excess of standards and requirements under Applicable Law and good and prudent industry custom, practices and procedures, provided that Xxxx may from time to time adjust Aron’s Policies and Procedures. If any tank or pipeline has ceased to be an Included Location or Specified Lien Location pursuant to this Section 14.4(a) and thereafter such tank or pipeline is returned to service or reactivated and Xxxx determines, in its reasonable good faith judgment, that such tank or Identified Facilities is compliant with the standards or requirements imposed under Applicable Law or good and prudent industry custom, practice and procedures, then Xxxx shall promptly cooperate with the Company to reestablish such tank or pipeline as an Included Location or Specified Lien Location hereunder (subject to application of Section 14.4(b)(ii) below with respect to reestablishing a tank or pipeline as an Included Location).
(b) Aron’s rights under Section 14.4(a) above are subject to the following additional terms and conditions:
(i) Xxxx shall apply Aron’s Policies and Procedures with respect to the Included Locations or Specified Lien Locations in a non-discriminatory manner as compared with other similar storage tanks and pipeline facilities utilized in a similar manner; and
(ii) If Aron’s Policies and Procedures exceed the standards or requirements imposed under Applicable Law or good and prudent industry custom, practice and procedures, then such excess standards or requirements shall only be applied with respect to determining whether an Included Location is an Identified Facility. If, as a result of the application of such excess standards or requirements, any Included Location is determined to be an Identified Facility, then (1) Xxxx shall not require the removal of such Identified Facilities as Included Locations until the 60th day after giving the Company written notice of such failure, unless in Aron’s reasonable judgment such failure presents an imminent risk relating to such Identified Facility in which case Xxxx may require that such Identified Facility immediately cease to constitute an Included Location and the terms of Section 14.4(a) shall immediately become applicable, (2) during such 60 day period, Xxxx shall consult with the Company in good faith to determine whether based on further information provided by the Company such Identified Facilities comply with Aron’s Policies and Procedures and/or whetherwhether additional actions or procedures can be taken or implemented so that, as a result, such Identified Facilities would comply with Aron’s Policies and Procedures, and (3) if it is determined that such Identified Facilities do comply with Aron’s Policies and Procedures or, as a result of such additional actions or procedures, such Identified Facilities become so compliant within such 60 day period, then such Identified Facilities shall not cease to be Included Locations based on the noncompliance stated in Aron’s notice to the Company; and
(iii) If pursuant to clause (ii) above any Identified Facility ceases to be an Included Location as a result of the application of such excess standards or requirements referred to therein, but otherwise complies with Aron’s Policies and Procedures that are not in excess of standards and requirements under Applicable Law and good and prudent industry custom, practices and procedures, then such Included Location shall become a Specified Lien Location as of the date it ceases being an Included Location. It is acknowledged that the provisions of clause (ii) above only apply to an Identified Facility that is an Included Location, not a Specified Lien Location.
(c) The Company Parties further agree that the Company will promptly notify Xxxx in writing of any Included Location or Specified Lien Location that (i) the Company or XXXX removes from service, for any reason and if removal from service is anticipated to be more than 30 days or (ii) has had no bulk movements of Crude Oil or Products during any period of 60 consecutive days or has otherwise been designated or categorized as no longer being active or in use for at least 60 consecutive days and has de minimis inventory and then, in either such case, Xxxx shall, within 5 Business Days after receipt of such notice, advise the Company whether the tank or pipeline constituting such Included Location or Specified Lien Location shall cease to constitute an Included Location or Specified Lien Location for purposes hereof. If Xxxx advises the Company Parties that any such tank or pipeline is to cease to be an Included Location or Specified Lien Location, such change in status shall occur on the effective date specified by Xxxx. If any tank or pipeline has ceased to be an Included Location or Specified Lien Location pursuant to this Section 14.4(c) and thereafter such tank or pipeline is returned to service or reactivated and Xxxx determines, in its reasonable good faith judgment, that such tank or pipeline is compliant with Aron’s Policies and Procedures, then Xxxx shall promptly cooperate with the Company to reestablish such tank or pipeline as an Included Location or Specified Lien Location hereunder.
(d) With respect to any Included Location that is subject to a Required Storage and Transportation Arrangement (other than a Required MLP Arrangement), the Company Parties shall use their commercially reasonable efforts to arrange for Xxxx to be permitted, from time to time, to conduct inspections of such Included Location for purposes of determining whether such Included Location satisfies Aron’s Policies and Procedures. If despite such efforts, the Company Parties are unable to make such arrangements with respect to an Included Location, then upon written notice from Xxxx to the Company such Included Location shall be converted to a Specified Lien Location.
Appears in 1 contract
Samples: Master Supply and Offtake Agreement (Delek US Holdings, Inc.)
Treatment of Identified Facilities. (a) Subject to Section 14.4(b) below, if If at any time Xxxx Citi’s Independent Engineer determines in writing that all or any portion of the facilities constituting an Included Location or Specified Lien Location (in each case, “Identified Facilities”) fail to satisfy Aron’s then applicable policies and procedures relating to the prudent maintenance and operation of storage tanksare no longer being operated in accordance with Prudent Industry Practice, pipeline facilitiesthen, vessels and other infrastructure used to store or transport Crude Oil and/or Products (“Aron’s Policies and Procedures”), and without limiting any other rights and remedies available to Xxxx Citi hereunder or under any other Transaction Document, Xxxx Citi may provide the Company Delek Entities with written notice of such failure so long as such failure is continuing determination (together with the written report containing the Independent Engineer’s determination) and, if Xxxx Citi provides such notice, the following provisions shall be applicable: then (i) following receipt of such written report, the Independent Engineer shall consult in good faith with the case Delek Entities for a period of any ten (10) days (the “Identified Facilities that Consultation Period”) to determine whether based on further information provided by any Delek Entity such Identified Facilities are subject to the Storage Facilities Agreementbeing operated in accordance with Prudent Industry Practice and/or whether additional actions or procedures can be taken or implemented so that, upon such date as Xxxx shall specifya result, such Identified Facilities would be operated in accordance with Prudent Industry Practice, (ii) if by the end of the Identified Facilities Consultation Period it is determined by the Independent Engineer that such Identified Facilities (A) are being operated in accordance with Prudent Industry Practice or, as a result of such additional actions or procedures, the operation of such Identified Facilities become so compliant within the later of (I) the last day of the Identified Facilities Consultation Period and (II) the date falling twenty (20) days after the last day of the Identified Facilities Consultation Period (the Identified Facilities Consultation Period and the twenty (20) days thereafter, collectively, the “Identified Facilities Cure Period”), then no further actions shall be required to be taken by the Delek Entities other than operating the Identified Facilities (or causing the Identified Facilities to be operated) in accordance with Prudent Industry Practice, as supplement by such additional actions or procedures, if applicable, or (B) are not in the further written opinion of the Independent Engineer being operated in accordance with Prudent Industry Practice or, even after the taking of such additional actions or procedures as recommended in writing by the Independent Engineer, the operation of such Identified Facilities in accordance with Prudent Industry Practice will not become so compliant within the Identified Facilities Cure Period, then, subject to Section 15.4(b), such Identified Facility shall cease to constitute an Included Location (or part of an Included Location) for purposes hereof and any payment to Xxxx Citi in respect of any Crude Oil or Products held in such Identified Facilities shall become due in accordance with the provisions of Section 10 Article 11 hereof; .
(iib) in In the case of any Identified Facilities referred to in Section 15.4(a)(ii)(B) that are subject to a Required Storage and Transportation Arrangement, the Parties shall endeavor as promptly as reasonably practicable to execute such rights, provide such notices, negotiate such reassignments or terminations and/or NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC. take such further actions as Xxxx xxxxx Citi deems necessary or appropriate to terminate AronCiti’s status as the party entitled to use and/or hold Crude Oil or Products at such Identified Facilities and, concurrently with effecting the termination of such status, such Identified Facilities shall cease to constitute an Included Location (or part of an Included Location) for purposes hereof and any payment to Xxxx Citi in respect of any Crude Oil or Products held in such Identified Facilities shall become due in accordance with the provisions of Section 10 hereof and Article 11 hereof.
(iiic) Each Delek Entity further agrees that it will promptly notify Citi in the case writing of any Identified Facilities Included Location that are Specified Lien Locations(i) it removes from service, such Identified Facilities shall cease for any reason and if removal from service is anticipated to constitute a Specified Lien Location be more than thirty (30) days or part (ii) has had no bulk movements of a Specified Lien Location) for purposes hereof and any payment to Xxxx in respect of any Crude Oil or Products held during any period of sixty (60) consecutive days or has otherwise been designated or categorized as no longer being active or in such Identified Facilities shall become due in accordance with the provisions of Sections 10 use for at least sixty (60) consecutive days and 11 hereof. Aron’s Policies has de minimis inventory and Procedures are, as of the Second Amendment Restatement Datethen, in accordance with and not in excess either such case, Citi shall, within five (5) Business Days after receipt of standards and requirements under Applicable Law and good and prudent industry customsuch notice, practices and procedures, provided that Xxxx may from time to time adjust Aron’s Policies and Procedures. If any advise the Delek Entities whether the tank or pipeline has ceased to be an constituting such Included Location or Specified Lien Location pursuant to this Section 14.4(a) and thereafter such tank or pipeline is returned to service or reactivated and Xxxx determines, in its reasonable good faith judgment, that such tank or Identified Facilities is compliant with the standards or requirements imposed under Applicable Law or good and prudent industry custom, practice and procedures, then Xxxx shall promptly cooperate with the Company to reestablish such tank or pipeline as an Included Location or Specified Lien Location hereunder (subject to application of Section 14.4(b)(ii) below with respect to reestablishing a tank or pipeline as an Included Location).
(b) Aron’s rights under Section 14.4(a) above are subject to the following additional terms and conditions:
(i) Xxxx shall apply Aron’s Policies and Procedures with respect to the Included Locations or Specified Lien Locations in a non-discriminatory manner as compared with other similar storage tanks and pipeline facilities utilized in a similar manner; and
(ii) If Aron’s Policies and Procedures exceed the standards or requirements imposed under Applicable Law or good and prudent industry custom, practice and procedures, then such excess standards or requirements shall only be applied with respect to determining whether an Included Location is an Identified Facility. If, as a result of the application of such excess standards or requirements, any Included Location is determined to be an Identified Facility, then (1) Xxxx shall not require the removal of such Identified Facilities as Included Locations until the 60th day after giving the Company written notice of such failure, unless in Aron’s reasonable judgment such failure presents an imminent risk relating to such Identified Facility in which case Xxxx may require that such Identified Facility immediately cease to constitute an Included Location and for the purposes hereof. If Citi advises the Delek Entities that any such tank or pipeline is to cease to be an Included Location, such change in status shall occur on the effective date specified by Citi.
(d) DKTS shall be permitted to remove Included Locations, under commercial terms mutually agreed by both Parties, such that the relevant facilities shall cease to constitute an Included Location for the purposes hereof. Not less than ninety (90) calendar days prior to the date on which DKTS has proposed for an Included Location to cease to constitute an Included Location hereunder (the “Included Location Removal Date”), DKTS shall provide written notice to Citi of Section 14.4(asuch proposal. Not less than forty-five (45) calendar days after its receipt of such notice, Citi shall immediately become applicableprovide or withhold its consent to the proposed removal the relevant Included Locations by written notice to DKTS. If Citi declines to provide its consent for the proposed removal of any Included Location, its notice to DKTS with respect thereto shall include an explanation for its election to decline to provide such consent and, if it elects to do so (2) during such 60 day periodelection to be made in Citi’s sole discretion), Xxxx any counterproposal for the removal of the identified Included Locations. For the avoidance of doubt, each Included Location Removal Date shall consult with be deemed to be a Periodic Adjustment Date for the Company in good faith to determine whether based on further information provided by the Company such Identified Facilities comply with Aron’s Policies and Procedures and/or whetherpurposes hereof.
Appears in 1 contract
Samples: Inventory Intermediation Agreement (Delek US Holdings, Inc.)
Treatment of Identified Facilities. (a) Subject to Section 14.4(b) below, if If at any time Xxxx Citi’s Independent Engineer determines in writing that all or any portion of the facilities constituting an Included Location or Specified Lien Location (in each case, “Identified Facilities”) fail to satisfy Aron’s then applicable policies and procedures relating to the prudent maintenance and operation of storage tanksare no longer being operated in accordance with Prudent Industry Practice, pipeline facilitiesthen, vessels and other infrastructure used to store or transport Crude Oil and/or Products (“Aron’s Policies and Procedures”), and without limiting any other rights and remedies available to Xxxx Citi hereunder or under any other Transaction Document, Xxxx Citi may provide the Company Delek Entities with written notice of such failure so long as such failure is continuing determination (together with the written report containing the Independent Engineer’s determination) and, if Xxxx Citi provides such notice, the following provisions shall be applicable: then (i) following receipt of such written report, the Independent Engineer shall consult in good faith with the case Delek Entities for a period of any ten (10) days (the “Identified Facilities that Consultation Period”) to determine whether based on further information provided by any Delek Entity such Identified Facilities are subject to the Storage Facilities Agreementbeing operated in accordance with Prudent Industry Practice and/or whether additional actions or procedures can be taken or implemented so that, upon such date as Xxxx shall specifya result, such Identified Facilities would be operated in accordance with Prudent Industry Practice, (ii) if by the end of the Identified Facilities Consultation Period it is determined by the Independent Engineer that such Identified Facilities (A) are being operated in accordance with Prudent Industry Practice or, as a result of such additional actions or procedures, the operation of such Identified Facilities become so compliant within the later of (I) the last day of the Identified Facilities Consultation Period and (II) the date falling twenty (20) days after the last day of the Identified Facilities Consultation Period (the Identified Facilities Consultation Period and the twenty (20) days thereafter, collectively, the “Identified Facilities Cure Period”), then no further actions shall be required to be taken by the Delek Entities other than operating the Identified Facilities (or causing the Identified Facilities to be operated) in accordance with Prudent Industry Practice, as supplement by such additional actions or procedures, if applicable, or (B) are not in the further written opinion of the Independent Engineer being operated in accordance with Prudent Industry Practice or, even after the taking of such additional actions or procedures as recommended in writing by the Independent Engineer, the operation of such Identified Facilities in accordance with Prudent Industry Practice will not become so compliant within the Identified Facilities Cure Period, then, subject to Section 15.4(b), such Identified Facility shall cease to constitute an Included Location (or part of an Included Location) for purposes hereof and any payment to Xxxx Citi in respect of any Crude Oil or Products held in such Identified Facilities shall become due in accordance with the provisions of Section 10 Article 11 hereof; .
(iib) in In the case of any Identified Facilities referred to in Section 15.4(a)(ii)(B) that are subject to a Required Storage and Transportation Arrangement, the Parties shall endeavor as promptly as reasonably practicable to execute such rights, provide such notices, negotiate such reassignments or terminations and/or NOTE: A request for confidential treatment has been made with respect to portions of the following document that are marked [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC. take such further actions as Xxxx xxxxx Citi deems necessary or appropriate to terminate AronCiti’s status as the party entitled to use and/or hold Crude Oil or Products at such Identified Facilities and, concurrently with effecting the termination of such status, such Identified Facilities shall cease to constitute an Included Location (or part of an Included Location) for purposes hereof and any payment to Xxxx Citi in respect of any Crude Oil or Products held in such Identified Facilities shall become due in accordance with the provisions of Section 10 hereof and Article 11 hereof.
(iiic) Each Delek Entity further agrees that it will promptly notify Citi in the case writing of any Identified Facilities Included Location that are Specified Lien Locations(i) it removes from service, for any reason and if removal from service is anticipated to be more than thirty (30) days or (ii) has had no bulk movements of Crude Oil or Products during any period of sixty (60) consecutive days or has otherwise been designated or categorized as no longer being active or in use for at least sixty (60) consecutive days and has de minimis inventory and then, in either such Identified Facilities case, Citi shall, within five (5) Business Days after receipt of such notice, advise the Delek Entities whether the tank or pipeline constituting such Included Location shall cease to constitute a Specified Lien an Included Location (or part of a Specified Lien Location) for the purposes hereof and any payment to Xxxx in respect of any Crude Oil or Products held in such Identified Facilities shall become due in accordance with the provisions of Sections 10 and 11 hereof. Aron’s Policies and Procedures areIf Citi advises the Delek Entities that any such tank or pipeline is to cease to be an Included Location, as of such change in status shall occur on the Second Amendment Restatement Date, in accordance with and not in excess of standards and requirements under Applicable Law and good and prudent industry custom, practices and procedures, provided that Xxxx may from time to time adjust Aron’s Policies and Procedures. effective date specified by Citi.
(d) If any tank or pipeline has ceased to be an Included Location or Specified Lien Location pursuant to this Section 14.4(a15.4(a), (b) or (c) and thereafter such tank or pipeline is returned to service or reactivated and Xxxx determinesand, in its reasonable good faith judgmentall cases, that such tank or Identified Facilities is compliant being operated in accordance with Prudent Industry Practice (as determined and confirmed in writing by the standards or requirements imposed under Applicable Law or good and prudent industry custom, practice and proceduresIndependent Engineer), then Xxxx Citi shall promptly cooperate with the Company Delek Entities to reestablish such tank or pipeline as an Included Location hereunder.
(e) Each Delek Entity agrees that it will promptly notify Citi in writing of any Included Location that has deviated (or Specified Lien will, with the passage of time, deviate) from the maintenance and inspection schedule attached hereto as Schedule O during the Term.
(f) With respect to any Included Location hereunder (that is subject to application a Required Storage and Transportation Arrangement (other than a Required MLP Arrangement), each Delek Entity shall use commercially reasonable efforts to arrange for Citi and the Independent Engineer to be permitted, from time to time, to conduct inspections of Section 14.4(b)(ii) below such Included Location for purposes of determining whether such Included Location is being operated in accordance with Prudent Industry Practice. If despite such efforts, any Delek Entity unable to make such arrangements with respect to reestablishing a tank or pipeline as an Included Location), then upon written notice from Citi to the Delek Entities, it shall be deemed that such Included Location is not being operated in accordance with Prudent Industry Practice.
(bg) Aron’s rights under Section 14.4(a) above are subject With respect to any Included Location that is owned or operated by a Delek Entity or any MLP Party, such Delek Entity shall from time to time permit or each Delek Entity shall cause a MLP Party to permit Citi and the following additional terms and conditions:
(i) Xxxx shall apply Aron’s Policies and Procedures Independent Engineer to conduct inspections of such Included Location for the purposes of determining whether such Included Location satisfies Prudent Industry Practice. If any Delek Entity fails to comply with the foregoing requirement with respect to the any Included Locations or Specified Lien Locations in a non-discriminatory manner as compared with other similar storage tanks and pipeline facilities utilized in a similar manner; and
(ii) If Aron’s Policies and Procedures exceed the standards or requirements imposed under Applicable Law or good and prudent industry custom, practice and proceduresLocation, then upon written notice from Citi to the Delek Entities, it shall be deemed that such excess standards or requirements shall only be applied with respect to determining whether an Included Location is an Identified Facility. If, as a result of the application of such excess standards or requirements, any Included Location is determined to be an Identified Facility, then (1) Xxxx shall not require the removal of such Identified Facilities as Included Locations until the 60th day after giving the Company written notice of such failure, unless being operated in Aron’s reasonable judgment such failure presents an imminent risk relating to such Identified Facility in which case Xxxx may require that such Identified Facility immediately cease to constitute an Included Location and the terms of Section 14.4(a) shall immediately become applicable, (2) during such 60 day period, Xxxx shall consult accordance with the Company in good faith to determine whether based on further information provided by the Company such Identified Facilities comply with Aron’s Policies and Procedures and/or whetherPrudent Industry Practice.
Appears in 1 contract
Samples: Inventory Intermediation Agreement (Delek US Holdings, Inc.)
