Common use of Treatment of Identified Facilities Clause in Contracts

Treatment of Identified Facilities. (a) If at any time Citi’s Independent Engineer determines in writing that all or any portion of the facilities constituting an Included Location (“Identified Facilities”) are no longer being operated in accordance with Prudent Industry Practice, then, without limiting any other rights and remedies available to Citi hereunder or under any other Transaction Document, Citi may provide the Delek Entities with written notice of such determination (together with the written report containing the Independent Engineer’s determination) and, if Citi provides such notice, then (i) following receipt of such written report, the Independent Engineer shall consult in good faith with the Delek Entities for a period of ten (10) days (the “Identified Facilities Consultation Period”) to determine whether based on further information provided by any Delek Entity such Identified Facilities are being operated in accordance with Prudent Industry Practice and/or whether additional actions or procedures can be taken or implemented so that, as a 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 Citi in respect of any Crude Oil or Products held in such Identified Facilities shall become due in accordance with the provisions of Article 11 hereof.

Treatment of Identified Facilities. (a) If Subject to Section 14.4(b) below, if at any time Citi’s Independent Engineer Xxxx determines in writing that all or any portion of the facilities constituting an Included Location or Specified Lien Location (in each case, “Identified Facilities”) are no longer being operated in accordance with Prudent Industry Practicefail to satisfy Aron’s then applicable policies and procedures relating to the prudent maintenance and operation of storage tanks, thenpipeline 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 Citi Xxxx hereunder or under any other Transaction Document, Citi Xxxx may provide the Delek Entities with written Company notice of such determination (together with the written report containing the Independent Engineer’s determination) failure so long as such failure is continuing and, if Citi Xxxx provides such notice, then the following provisions shall be applicable: (i) following receipt in the case of such written report, the Independent Engineer shall consult in good faith with the Delek Entities for a period of ten (10) days (the “any Identified Facilities Consultation Period”) that are subject to determine whether based on further information provided by any Delek Entity the Storage Facilities Agreement, upon such Identified Facilities are being operated in accordance with Prudent Industry Practice and/or whether additional actions or procedures can be taken or implemented so that, date as a resultXxxx shall specify, 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 Citi Xxxx in respect of any Crude Oil or Products held in such Identified Facilities shall become due in accordance with the provisions of 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 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 Articles 10 and 11 hereof. Aron’s Policies and Procedures are, as of the 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).

Treatment of Identified Facilities. (a) If Subject to Section 14.4(b) below, if at any time Citi’s Independent Engineer Xxxx determines in writing that all or any portion of the facilities constituting an Included Location or Specified Lien Location (in each case, “Identified Facilities”) are no longer being operated in accordance with Prudent Industry Practicefail to satisfy Aron’s then applicable policies and procedures relating to the prudent maintenance and operation of storage tanks, thenpipeline 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 Citi Xxxx hereunder or under any other Transaction Document, Citi Xxxx may provide the Delek Entities with written Company notice of such determination (together with the written report containing the Independent Engineer’s determination) failure so long as such failure is continuing and, if Citi Xxxx provides such notice, then the following provisions shall be applicable: (i) following receipt in the case of such written report, the Independent Engineer shall consult in good faith with the Delek Entities for a period of ten (10) days (the “any Identified Facilities Consultation Period”) that are subject to determine whether based on further information provided by any Delek Entity the Storage Facilities Agreement, upon such Identified Facilities are being operated in accordance with Prudent Industry Practice and/or whether additional actions or procedures can be taken or implemented so that, date as a resultXxxx shall specify, 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 Citi Xxxx in respect of any Crude Oil or Products held in such Identified Facilities shall become due in accordance with the provisions of Article 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).