Common use of Capacity Resolution Clause in Contracts

Capacity Resolution. In the event of the failure of TLO to maintain any Terminal in a condition and with a capacity sufficient to throughput a volume of TRMC’s Products equal to the respective Stipulated Volume for such Terminal, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on the Terminal which will, among other things, specify steps to be taken by TLO to fully accomplish Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal industry standards and shall take into consideration TLO’s economic considerations relating to costs of the repairs and TRMC’s requirements concerning its refining and marketing operations. TLO shall use commercially reasonable efforts to continue to provide storage and throughput of TRMC’s Products at the affected Terminal, to the extent the Terminal has capability of doing so, during the period before Restoration is completed. In the event that TRMC’s economic considerations justify incurring additional costs to restore the Terminal in a more expedited manner than the time schedule determined in accordance with the preceding sentence, TRMC may require TLO to expedite the Restoration to the extent reasonably possible, subject to TRMC’s payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan in which TRMC agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement in connection with a Force Majeure, so long as such Restoration is completed with due diligence, and TRMC shall pay its portion of the Restoration costs to TLO in advance based on an estimate based on reasonable engineering standards promulgated by the Association for Facilities Engineering. Upon completion, TRMC shall pay the difference between the actual portion of Restoration costs to be paid by TRMC pursuant to this Section 29(c) and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of TLO’s invoice therefor, or, if appropriate, TLO shall pay TRMC the excess of the estimate paid by TRMC over TLO’s actual costs as previously described within thirty (30) days after completion of the Restoration.

Capacity Resolution. In the event of the failure of TLO the Logistics Entity to maintain any Terminal in a condition and (i) the Pipelines with sufficient capacity to throughput the Minimum Throughput Capacity or (ii) the Tankage with a capacity sufficient to throughput terminal a volume of TRMC’s Products Crude Oil at least equal to the respective Stipulated Volume for such TerminalMinimum Storage Capacity, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on the Terminal which will, among other things, specify steps to be taken by TLO the Logistics Entity to fully accomplish the Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary pipeline transportation and terminal industry standards and shall take into consideration TLOthe Logistic Entity’s economic considerations relating to costs of the repairs and TRMCthe Refining Entity’s requirements concerning its refining and marketing operations. TLO The Logistics Entity shall use commercially reasonable efforts to continue to provide storage and throughput of TRMCthe Refining Entity’s Products at the affected TerminalCrude Oil, to the extent the Terminal has Pipelines and Tankage have capability of doing so, during the period before Restoration is completed. In the event that TRMCthe Refining Entity’s economic considerations justify incurring additional costs to restore complete the Terminal Restoration in a more expedited manner than the time schedule determined in accordance with the preceding sentence, TRMC the Refining Entity may require TLO the Logistics Entity to expedite the Restoration to the extent reasonably possible, subject to TRMCthe Refining Entity’s payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan in which TRMC wherein the Refining Entity agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement in connection with a Force Majeure, pursuant to Section 3(b) above so long as such Restoration is completed with due diligencediligence and dispatch, and TRMC the Refining Entity shall pay its portion of the Restoration costs Cost to TLO the Logistics Entity in advance based on an a good faith estimate based on reasonable engineering standards promulgated by the Association for Facilities Engineeringstandards. Upon completion, TRMC the Refining Entity shall pay the difference between the actual portion of Restoration costs to be paid by TRMC the Refining Entity pursuant to this Section 29(c8(c) and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of TLOthe Logistics Entity’s invoice therefor, or, if appropriate, TLO the Logistics Entity shall pay TRMC the Refining Entity the excess of the estimate paid by TRMC the Refining Entity over TLOthe Logistics Entity’s actual costs as previously described within thirty (30) days after completion of the Restoration.

Capacity Resolution. In the event of the failure of TLO to maintain any Terminal Pipeline or Tank in a condition and with a capacity sufficient to throughput store and handle a volume of TRMC’s Products equal to the respective Stipulated Volume for such Terminalits current Operating Capacity, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter definedas defined below). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on of the Terminal Tank and/or its associated Pipeline(s) which will, among other things, specify steps to be taken by TLO to fully accomplish Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal industry standards and shall take into consideration TLO’s economic considerations relating to costs of the repairs and TRMC’s requirements concerning its refining and marketing operations. TLO shall use commercially reasonable efforts to continue to provide storage and throughput of TRMC’s Products at the affected TerminalStorage Facility, to the extent the Terminal Storage Facility has the capability of doing so, during the period before Restoration is completed. In the event that TRMC’s economic considerations justify incurring additional costs to restore the Terminal Tank and/or associated Pipeline(s) in a more expedited manner than the time schedule determined in accordance with the preceding sentencesentences, TRMC may require TLO to expedite the Restoration to the extent reasonably possible, subject to TRMC’s paymentpayment upon the occurrence of mutually agreed upon milestones in the Restoration process. In the event that the Operating Capacity of a Tank is reduced, and the Parties agree that the Restoration of such Tank to its full Operating Capacity is not justified under the standards set forth in advancethe preceding sentences, of then the estimated incremental costs Parties shall negotiate an appropriate adjustment to be incurred as a result of the expedited time scheduleStorage Services Fee to account for the reduced Operating Capacity available for TRMC’s use. In the event the Parties agree to an expedited Restoration plan in which TRMC agrees to fund a portion of pay the Restoration costcosts based on milestone payments or if the Parties agree to a reduced Storage Services Fee, then neither Party shall have the right to terminate this Agreement in connection with a Force Majeureor any applicable Terminal Service Order pursuant to Section 23 below, so long as any such Restoration is completed with due diligence, and TRMC shall pay its portion of the Restoration costs to TLO in advance based on an estimate based on reasonable engineering standards promulgated by the Association for Facilities Engineering. Upon completion, TRMC shall pay the difference between the actual portion of Restoration costs to be paid by TRMC pursuant to this Section 29(c) and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of TLO’s invoice therefor, or, if appropriate, TLO shall pay TRMC the excess of the estimate paid by TRMC over TLO’s actual costs as previously described within thirty (30) days after completion of the Restoration.

Capacity Resolution. In the event of the failure of TLO the Partnership Parties to maintain any Terminal in a condition and the Pipelines with a sufficient capacity sufficient to throughput a volume of TRMC’s Products equal to the respective Stipulated Volume for such Terminalapplicable Minimum Throughput Capacity, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on the Terminal which will, among other things, specify steps to be taken by TLO the Partnership Parties to fully accomplish the Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary pipeline transportation and terminal industry standards and shall take into consideration TLO’s the Partnership Parties’ economic considerations relating to costs of the repairs and TRMCthe Company’s requirements concerning its refining and marketing operations. TLO The Partnership Parties shall use commercially reasonable efforts to continue to provide storage and throughput of TRMC’s Products at the affected TerminalMaterials, to the extent the Terminal has Pipelines have capability of doing so, during the period before Restoration is completed. In the event that TRMCthe Company’s economic considerations justify incurring additional costs to restore complete the Terminal Restoration in a more expedited manner than the time schedule determined in accordance with the preceding sentence, TRMC the Company may require TLO the Partnership Parties to expedite the Restoration to the extent reasonably possible, subject to TRMCthe Company’s payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan in which TRMC wherein the Company agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement in connection with a Force Majeure, pursuant to Section 14.2 below so long as such Restoration is completed with due diligencediligence and dispatch, and TRMC the Company shall pay its portion of the Restoration costs Cost to TLO the Partnership in advance based on an a good faith estimate based on reasonable engineering standards promulgated by the Association for Facilities Engineeringstandards. Upon completion, TRMC the Company shall pay the difference between the actual portion of Restoration costs to be paid by TRMC the Company pursuant to this Section 29(c) 6.3 and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of TLOthe Partnership’s invoice therefor, or, if appropriate, TLO the Partnership shall pay TRMC the Company the excess of the estimate paid by TRMC the Company over TLO’s the Partnership Parties’ actual costs as previously described within thirty (30) days after completion of the Restoration.

Capacity Resolution. In the event of the failure of TLO to maintain any the Terminal in a condition and with a capacity sufficient to throughput a volume of TRMCCustomer’s Products equal to the respective Stipulated Volume for such Terminala Reserved Capacity, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on the Terminal which will, among other things, specify steps to be taken by TLO to fully accomplish Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal industry standards and shall take into consideration TLO’s economic considerations relating to costs of the repairs and TRMCCustomer’s requirements concerning its refining and marketing operations. TLO shall use commercially reasonable efforts to continue to provide storage and throughput of TRMCCustomer’s Products at the affected Terminal, to the extent the Terminal has capability of doing so, during the period before Restoration is completed. In the event that TRMCCustomer’s economic considerations justify incurring additional costs to restore the Terminal in a more expedited manner than the time schedule determined in accordance with the preceding sentence, TRMC Customer may require TLO to expedite the Restoration to the extent reasonably possible, subject to TRMCCustomer’s payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan in which TRMC Customer agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement in connection with a Force Majeure, so long as such Restoration is completed with due diligence, and TRMC Customer shall pay its portion of the Restoration costs to TLO in advance based on an estimate based on reasonable engineering standards promulgated by the Association for Facilities Engineering. Upon completion, TRMC Customer shall pay the difference between the actual portion of Restoration costs to be paid by TRMC Customer pursuant to this Section 29(c28(c) and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of TLO’s invoice therefor, or, if appropriate, TLO shall pay TRMC Customer the excess of the estimate paid by TRMC Customer over TLO’s actual costs as previously described within thirty (30) days after completion of the Restoration.

Capacity Resolution. In the event of the failure of TLO to maintain any Terminal Pipeline or Tank in a condition and with a capacity sufficient to throughput and store a volume of TRMC’s Products equal to the respective Stipulated Volume for such Terminalits current Operating Capacity, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter definedas defined below). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on the Terminal Pipeline or Tank which will, among other things, specify steps to be taken by TLO to fully accomplish Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal industry standards and shall take into consideration TLO’s economic considerations relating to costs of the repairs and TRMC’s requirements concerning its refining and marketing operations. TLO shall use commercially reasonable efforts to continue to provide storage and throughput of TRMC’s Products at the affected TerminalPipelines and Storage Facility, to the extent the Terminal has Pipelines and Storage Facility have capability of doing so, during the period before Restoration is completed. In the event that TRMC’s economic considerations justify incurring additional costs to restore the Terminal Pipeline or Tank in a more expedited manner than the time schedule determined in accordance with the preceding sentencesentences, TRMC may require TLO to expedite the Restoration to the extent reasonably possible, subject to TRMC’s payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event that the Operating Capacity of a Tank is reduced, and the Parties agree that the Restoration of such Tank to its full Operating Capacity is not justified under the standards set forth in the preceding sentences, then the Parties shall negotiate an appropriate adjustment to the Storage and Transportation Fee to account for the reduced Operating Capacity available for TRMC’s use. In the event the Parties agree to an expedited Restoration plan in which TRMC agrees to fund a portion of the Restoration costcost or a reduced Storage and Transportation Fee, then neither Party shall have the right to terminate this Agreement in connection with a Force Majeurepursuant to Section 20 below, so long as any such Restoration is completed with due diligence, and . TRMC shall pay its portion of the Restoration costs to TLO in advance based on an estimate based on reasonable engineering standards promulgated by the Association for Facilities Engineering. Upon completion, TRMC shall pay the difference between the actual portion of Restoration costs to be paid by TRMC pursuant to this Section 29(c6(d) and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of TLO’s invoice therefor, or, if appropriate, TLO shall pay TRMC the excess of the estimate paid by TRMC over TLO’s actual costs as previously described within thirty (30) days after completion of the Restoration.

Capacity Resolution. In the event of the failure of TLO to maintain any Terminal in a condition and with a capacity sufficient to throughput a volume of TRMCTesoro’s Products equal to the respective Stipulated Volume for such Terminal, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on the Terminal which will, among other things, specify steps to be taken by TLO to fully accomplish Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal industry standards and shall take into consideration TLO’s economic considerations relating to costs of the repairs and TRMCTesoro’s requirements concerning its refining and marketing operations. TLO shall use commercially reasonable efforts to continue to provide storage and throughput of TRMCTesoro’s Products at the affected Terminal, to the extent the Terminal has capability of doing so, during the period before Restoration is completed. In the event that TRMCTesoro’s economic considerations justify incurring additional costs to restore the Terminal in a more expedited manner than the time schedule determined in accordance with the preceding sentence, TRMC Tesoro may require TLO to expedite the Restoration to the extent reasonably possible, subject to TRMCTesoro’s payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan in which TRMC Tesoro agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement in connection with a Force Majeurepursuant to Section 31 above, so long as such Restoration is completed with due diligence, and TRMC Tesoro shall pay its portion of the Restoration costs to TLO in advance based on an estimate based on reasonable engineering standards promulgated by the Association for Facilities Engineering. Upon completion, TRMC Tesoro shall pay the difference between the actual portion of Restoration costs to be paid by TRMC Tesoro pursuant to this Section 29(c32(c) and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of TLO’s invoice therefor, or, if appropriate, TLO shall pay TRMC Tesoro the excess of the estimate paid by TRMC Tesoro over TLO’s actual costs as previously described within thirty (30) days after completion of the Restoration.

Capacity Resolution. In the event of the failure of TLO to maintain any Terminal in a condition and with a capacity sufficient to throughput a volume Segment of TRMC’s Products equal to the respective Stipulated Volume for such TerminalShort Haul Pipelines at its Minimum Throughput Capacity, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on the Terminal affected portion of the Short Haul Pipelines which will, among other things, specify steps to be taken by TLO to fully accomplish Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal pipeline transportation industry standards and shall take into consideration TLO’s economic considerations relating to costs of the repairs and TRMC’s requirements concerning its refining and marketing operations. TLO shall use commercially reasonable efforts to continue to provide storage and throughput the operation of TRMC’s Products at the affected Terminal, to the extent the Terminal has capability of doing so, during the period before Restoration is completedSLC Refinery. In the event that TRMC’s economic considerations justify incurring additional costs to restore the Terminal Short Haul Pipelines in a more expedited manner than the time schedule determined in accordance with the preceding sentence, TRMC may require TLO to expedite the Restoration to the extent reasonably possible, subject to TRMC’s payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan in which wherein TRMC agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement in connection with a Force Majeure, pursuant to Section 12(a) above so long as such Restoration is completed with due diligence, and TRMC shall pay its such portion of the Restoration costs to TLO in advance based on an estimate based on conforming to reasonable engineering standards promulgated by the Association for Facilities Engineeringapplicable to petroleum or products pipelines, as applicable. Upon completion, TRMC shall pay the difference between the actual portion of Restoration costs to be paid by TRMC pursuant to this Section 29(c13(c) and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of TLO’s invoice therefor, or, if appropriate, TLO shall pay TRMC the excess of the estimate paid by TRMC over TLO’s actual costs as previously described within thirty (30) days after completion of the Restoration.

Capacity Resolution. In the event of the failure of TLO Delek-Big Xxxxx to maintain any the Terminal in a condition and with a capacity sufficient (i) to throughput a volume of TRMCDelek Refining’s Products equal to the respective Stipulated Volume for such TerminalMinimum Throughput Capacity or (ii) to store a volume of Delek Refining’s Products at least equal to the Minimum Storage Capacity, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on the Terminal which will, among other things, specify steps to be taken by TLO Delek-Big Xxxxx to fully accomplish Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal industry standards and shall take into consideration TLODelek-Big Sandy’s economic considerations relating to costs of the repairs and TRMCDelek Refining’s requirements concerning its refining and marketing operations. TLO Delek-Big Xxxxx shall use commercially reasonable efforts to continue to provide storage and throughput of TRMCDelek Refining’s Products at the affected Terminal, to the extent the Terminal has capability of doing so, during the period before Restoration is completed. In the event that TRMCDelek Refining’s economic considerations justify incurring additional costs to restore complete the Terminal Restoration in a more expedited manner than the time schedule determined in accordance with the preceding sentence, TRMC Delek Refining may require TLO Delek-Big Xxxxx to expedite the Restoration to the extent reasonably possible, subject to TRMCDelek Refining’s payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan in which TRMC wherein Delek Refining agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement in connection with a Force Majeurepursuant to Section 24 above, so long as such Restoration is completed with due diligencediligence and dispatch, and TRMC Delek Refining shall pay its portion of the Restoration costs to TLO Delek-Big Xxxxx in advance based on an a good faith estimate based on reasonable engineering standards promulgated by the Association for Facilities Engineeringstandards. Upon completion, TRMC Delek Refining shall pay the difference between the actual portion of Restoration costs to be paid by TRMC Delek Refining pursuant to this Section 29(c25(c) and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of TLODelek-Big Sandy’s invoice therefor, or, if appropriate, TLO Delek-Big Xxxxx shall pay TRMC Delek Refining the excess of the estimate paid by TRMC Delek Refining over TLODelek-Big Sandy’s actual costs as previously described within thirty (30) days after completion of the Restoration.

Capacity Resolution. In the event of the failure of TLO to maintain any the Terminal in a condition and with a capacity sufficient to throughput a volume of TRMCCustomer’s Products equal to the respective Stipulated Volume for such TerminalReserved Capacity, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on the Terminal which will, among other things, specify steps to be taken by TLO to fully accomplish Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal industry standards and shall take into consideration TLO’s economic considerations relating to costs of the repairs and TRMCCustomer’s requirements concerning its refining and marketing operations. TLO shall use commercially reasonable efforts to continue to provide storage and throughput of TRMCCustomer’s Products at the affected Terminal, to the extent the Terminal has capability of doing so, during the period before Restoration is completed. In the event that TRMCCustomer’s economic considerations justify incurring additional costs to restore the Terminal in a more expedited manner than the time schedule determined in accordance with the preceding sentence, TRMC Customer may require TLO to expedite the Restoration to the extent reasonably possible, subject to TRMCCustomer’s payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan in which TRMC Customer agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement in connection with a Force Majeure, so long as such Restoration is completed with due diligence, and TRMC Customer shall pay its portion of the Restoration costs to TLO in advance based on an estimate based on reasonable engineering standards promulgated by the Association for Facilities Engineering. Upon completion, TRMC Customer shall pay the difference between the actual portion of Restoration costs to be paid by TRMC Customer pursuant to this Section 29(c28(c) and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of TLO’s invoice therefor, or, if appropriate, TLO shall pay TRMC Customer the excess of the estimate paid by TRMC Customer over TLO’s actual costs as previously described within thirty (30) days after completion of the Restoration.

Capacity Resolution. In the event of the failure of TLO to maintain any Terminal in a condition and with a capacity sufficient to throughput a volume of TRMC’s Tesoro's Products equal to the respective Stipulated Volume for such Terminal, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ ' advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on the Terminal which will, among other things, specify steps to be taken by TLO to fully accomplish Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal industry standards and shall take into consideration TLO’s 's economic considerations relating to costs of the repairs and TRMC’s Tesoro's requirements concerning its refining and marketing operations. TLO shall use commercially reasonable efforts to continue to provide storage and throughput of TRMC’s Tesoro's Products at the affected Terminal, to the extent the Terminal has capability of doing so, during the period before Restoration is completed. In the event that TRMC’s Tesoro's economic considerations justify incurring additional costs to restore the Terminal in a more expedited manner than the time schedule determined in accordance with the preceding sentence, TRMC Tesoro may require TLO to expedite the Restoration to the extent reasonably possible, subject to TRMC’s Tesoro's payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan in which TRMC Tesoro agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement in connection with a Force Majeureor any applicable Purchase Order pursuant to Section 31 above, so long as such Restoration is completed with due diligence, and TRMC Tesoro shall pay its portion of the Restoration costs to TLO in advance based on an estimate based on reasonable engineering standards promulgated by the Association for Facilities Engineering. Upon completion, TRMC Tesoro shall pay the difference between the actual portion of Restoration costs to be paid by TRMC Tesoro pursuant to this Section 29(c32(c) and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of TLO’s 's invoice therefor, or, if appropriate, TLO shall pay TRMC Tesoro the excess of the estimate paid by TRMC Tesoro over TLO’s 's actual costs as previously described within thirty (30) days after completion of the Restoration.

Capacity Resolution. In the event of the failure of TLO the Operator to maintain any the Terminal in a condition and with a sufficient capacity sufficient to throughput a volume of TRMC’s Products equal to the respective Stipulated Volume for such TerminalMinimum Throughput Capacity, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on the Terminal which will, among other things, specify steps to be taken by TLO the Operator to fully accomplish the Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary pipeline transportation and terminal industry standards and shall take into consideration TLOthe Operator’s economic considerations relating to costs of the repairs and TRMCthe Company’s requirements concerning its refining and marketing operations. TLO The Operator shall use commercially reasonable efforts to continue to provide storage and throughput of TRMC’s Products at the affected TerminalProducts, to the extent the Terminal has the capability of doing so, during the period before Restoration is completed. In the event that TRMCthe Company’s economic considerations justify incurring additional costs to restore complete the Terminal Restoration in a more expedited manner than the time schedule determined in accordance with the preceding sentence, TRMC the Company may require TLO the Operator to expedite the Restoration to the extent reasonably possible, subject to TRMCthe Company’s payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan in which TRMC wherein the Company agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement in connection with a Force Majeure, pursuant to Section 14.2 below so long as such Restoration is completed with due diligencediligence and dispatch, and TRMC the Company shall pay its portion of the Restoration costs Cost to TLO the Operator in advance based on an a good faith estimate based on reasonable engineering standards promulgated by the Association for Facilities Engineeringstandards. Upon completion, TRMC the Company shall pay the difference between the actual portion of Restoration costs to be paid by TRMC the Company pursuant to this Section 29(c) 5.3 and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of TLOthe Operator’s invoice therefor, or, if appropriate, TLO the Operator shall pay TRMC the Company the excess of the estimate paid by TRMC the Company over TLOthe Operator’s actual costs as previously described within thirty (30) days after completion of the Restoration.

Capacity Resolution. In the event of the failure of TLO TSPC to maintain any Terminal each Segment of the SoCal Pipelines in a condition and with a capacity sufficient to throughput a volume of TRMC’s Products equal to provide the respective Stipulated Volume Services provided for such Terminalherein, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on the Terminal SoCal Pipelines which will, among other things, specify steps to be taken by TLO TSPC to fully accomplish Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal pipeline transportation industry standards and shall take into consideration TLOTSPC’s economic considerations relating to costs of the repairs and TRMC’s requirements concerning its refining and marketing operationsthe operation of the Refinery. TLO TSPC shall use commercially reasonable efforts to continue to provide storage and throughput of TRMC’s Products at the affected Terminalthrough other appropriate Segments, to the extent the Terminal has SoCal Pipelines have capability of doing so, during the period before Restoration is completed. In the event that TRMC’s economic considerations justify incurring additional costs to restore the Terminal SoCal Pipelines in a more expedited manner than the time schedule determined in accordance with the preceding sentence, TRMC may require TLO TSPC to expedite the Restoration to the extent reasonably possible, subject to TRMC’s payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan in which TRMC agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement in connection with a Force Majeure, so long as such Restoration is completed with due diligence, and TRMC shall pay its portion of the Restoration costs to TLO TSPC in advance based on an estimate based on conforming to reasonable engineering standards promulgated by the Association for Facilities Engineeringapplicable to petroleum or products pipelines, as applicable. Upon completion, TRMC shall pay the difference between the actual portion of Restoration costs to be paid by TRMC pursuant to this Section 29(c14(c) and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of TLOTSPC’s invoice therefor, or, if appropriate, TLO TSPC shall pay TRMC the excess of the estimate paid by TRMC over TLOTSPC’s actual costs as previously described within thirty (30) days after completion of the Restoration.

Capacity Resolution. In the event of the failure of TLO to maintain the Wharf, any Terminal Pipeline or Tank in a condition and with a capacity sufficient to throughput and store a volume of TRMC’s 's Products equal to the respective Stipulated Volume for such Terminalits current Operating Capacity, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ ' advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter definedas defined below). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on the Terminal Wharf, Pipeline or Tank which will, among other things, specify steps to be taken by TLO to fully accomplish Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal industry standards and shall take into consideration TLO’s 's economic considerations relating to costs of the repairs and TRMC’s 's requirements concerning its refining and marketing operations. TLO shall use commercially reasonable efforts to continue to provide storage and throughput of TRMC’s 's Products at the affected TerminalWharf, Pipelines and Storage Facility, to the extent the Terminal has Wharf, Pipelines and Storage Facility have capability of doing so, during the period before Restoration is completed; provided, however, that the Throughput and Tankage Fee shall be reduced to account for the reduced Operating Capacity until such Restoration is complete. In the event that TRMC’s 's economic considerations justify incurring additional costs to restore the Terminal Wharf, Pipeline or Tank in a more expedited manner than the time schedule determined in accordance with the preceding sentencesentences, TRMC may require TLO to expedite the Restoration to the extent reasonably possible, subject to TRMC’s 's payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event that the Operating Capacity of a Tank is reduced, and the Parties agree that the Restoration of such Tank to its full Operating Capacity is not justified under the standards set forth in the preceding sentences, then the Parties shall negotiate an appropriate adjustment to the Throughput and Tankage Fees to account for the reduced Operating Capacity available for TRMC's use. In the event the Parties agree to an expedited Restoration plan in which TRMC agrees to fund a portion of the Restoration costcost or a reduced Throughput and Tankage Fee, then neither Party shall have the right to terminate this Agreement in connection with pursuant to Section 20 below as a Force Majeureresult of the events necessitating the Restoration contemplated by this Section 6(e), so long as any such Restoration is completed with due diligence, and . TRMC shall pay its portion of the Restoration costs to TLO in advance based on an estimate based on reasonable engineering standards promulgated by the Association for Facilities Engineering. Upon completion, TRMC shall pay the difference between the actual portion of Restoration costs to be paid by TRMC pursuant to this Section 29(c6(e) and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of TLO’s 's invoice therefor, or, if appropriate, TLO shall pay TRMC the excess of the estimate paid by TRMC over TLO’s 's actual costs as previously described within thirty (30) days after completion of the Restoration.

Capacity Resolution. In the event of the failure of TLO Delek-Big Sandy to maintain any Terminal xxxxtain the Facilities in a condition and with a capacity sufficient (i) to ship a volume of Delek Refining’s Products equal to the Minimum Pipeline Capacity, (ii) to throughput a volume of TRMCDelek Refining’s Products equal to the respective Stipulated Volume for such TerminalMinimum Throughput Capacity or (iii) to store a volume of Delek Refining’s Products at least equal to the Minimum Storage Capacity, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on the Terminal Facilities which will, among other things, specify steps to be taken by TLO Delek-Big Sandy to fully xxxxy accomplish Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal industry standards and shall take into consideration TLODelek-Big Sandy’s economic considerations relating to costs of the repairs and TRMCDelek Refining’s requirements concerning its refining and marketing operations. TLO shall use Delek-Big Sandy shxxx xse commercially reasonable efforts to continue to provide shipment, storage and throughput of TRMCDelek Refining’s Products at the affected TerminalFacilities, to the extent the Terminal has Facilities have capability of doing so, during the period before Restoration is completed. In the event that TRMCDelek Refining’s economic considerations justify incurring additional costs to restore complete the Terminal Restoration in a more expedited manner than the time schedule determined in accordance with the preceding sentence, TRMC Delek Refining may require TLO Delek-Big Sandy to expedite xxxxdite the Restoration to the extent reasonably possible, subject to TRMCDelek Refining’s payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan in which TRMC wherein Delek Refining agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement in connection with a Force Majeurepursuant to Section 24 above, so long as such Restoration is completed with due diligencediligence and dispatch, and TRMC Delek Refining shall pay its portion of the Restoration costs to TLO Delek-Big Sandy in advance xxxxnce based on an a good faith estimate based on reasonable engineering standards promulgated by the Association for Facilities Engineeringstandards. Upon completion, TRMC Delek Refining shall pay the difference between the actual portion of Restoration costs to be paid by TRMC Delek Refining pursuant to this Section 29(c25(c) and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of TLODelek-Big Sandy’s invoice therefor, or, if appropriate, TLO shall pay TRMC Delek-Big Sandy shxxx xay Delek Refining the excess of the estimate paid by TRMC Delek Refining over TLODelek-Big Sandy’s actual costs as previously described within thirty (30) days after completion of the Restoration.

Capacity Resolution. In the event of the failure of TLO Logistics to maintain any (i) the Terminal in a condition and with sufficient capacity to throughput the Minimum Throughput Capacity or (ii) the Tankage with a capacity sufficient to throughput store a volume of TRMC’s Products Materials at least equal to the respective Stipulated Volume for such Terminalapplicable Minimum Storage Capacity, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on the Terminal which will, among other things, specify steps to be taken by TLO Logistics to fully accomplish the Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal applicable industry standards and shall take into consideration TLO’s Logistic’ economic considerations relating to costs of the repairs and TRMCRefining’s requirements concerning its refining and marketing operations. TLO Logistics shall use commercially reasonable efforts to continue to provide throughput and storage and throughput of TRMCRefining’s Products at the affected TerminalMaterials, to the extent the Terminal has and Tankage have the capability of doing so, during the period before Restoration is completed. In the event that TRMCRefining’s economic considerations justify incurring additional costs to restore complete the Terminal Restoration in a more expedited manner than the time schedule determined in accordance with the preceding sentence, TRMC Refining may require TLO Logistics to expedite the Restoration to the extent reasonably possible, subject to TRMCRefining’s payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan in which TRMC wherein Refining agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement in connection with a Force Majeure, pursuant to Section 3(b) above so long as such Restoration is completed with due diligencediligence and dispatch, and TRMC Refining shall pay its portion of the Restoration costs Cost to TLO Logistics in advance based on an a good faith estimate based on reasonable engineering standards promulgated by the Association for Facilities Engineeringstandards. Upon completion, TRMC Refining shall pay the difference between the actual portion of Restoration costs to be paid by TRMC Refining pursuant to this Section 29(c8(c) and the estimated amount paid under the preceding sentence within thirty (30) 30 days after receipt of TLO’s Logistics’ invoice therefor, or, if appropriate, TLO Logistics shall pay TRMC Refining the excess of the estimate paid by TRMC Refining over TLO’s Logistics’ actual costs as previously described within thirty (30) 30 days after completion of the Restoration.. HOU02:1274125 - 21 -

Capacity Resolution. In the event of the failure of TLO Provider to maintain any the respective Terminal in a condition and with a capacity sufficient to throughput a volume of TRMCCustomer’s Products equal to the respective Stipulated Volume for such TerminalTerminal Reserved Capacity and/or the Rail Reserved Capacity, as applicable, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on at the respective Terminal which will, among other things, specify steps to be taken by TLO Provider to fully accomplish Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal industry standards and shall take into consideration TLOProvider’s economic considerations relating to costs of the repairs and TRMCCustomer’s requirements concerning its refining and marketing operations. TLO Provider shall use commercially reasonable efforts to continue to provide storage and throughput and, if applicable, railcar loading and unloading of TRMCCustomer’s Products at the affected Terminal, to the extent the affected Terminal has capability of doing so, during the period before Restoration is completed. In the event that TRMCCustomer’s economic considerations justify incurring additional costs to restore the affected Terminal in a more expedited manner than the time schedule determined in accordance with the preceding sentence, TRMC Customer may require TLO Provider to expedite the Restoration to the extent reasonably possible, subject to TRMCCustomer’s payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan in which TRMC Customer agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement as to the affected Terminal in connection with a Force Majeure, so long as such Restoration is completed with due diligence, and TRMC Customer shall pay its portion of the Restoration costs to TLO Provider in advance based on an estimate based on reasonable engineering standards promulgated by the Association for Facilities Engineering. Upon completion, TRMC Customer shall pay the difference between the actual portion of Restoration costs to be paid by TRMC Customer pursuant to this Section 29(c28(c) and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of TLOProvider’s invoice therefor, or, if appropriate, TLO Provider shall pay TRMC Customer the excess of the estimate paid by TRMC Customer over TLOProvider’s actual costs as previously described within thirty (30) days after completion of the Restoration.

Capacity Resolution. In the event of the failure of TLO to maintain any Terminal in a condition and with a capacity sufficient to throughput a volume of TRMCTesoro’s Products equal to the respective Stipulated Volume for such Terminal, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on the Terminal which will, among other things, specify steps to be taken by TLO to fully accomplish Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal industry standards and shall take into consideration TLO’s economic considerations relating to costs of the repairs and TRMCTesoro’s requirements concerning its refining and marketing operations. TLO shall use commercially reasonable efforts to continue to provide storage and throughput of TRMCTesoro’s Products at the affected Terminal, to the extent the Terminal has capability of doing so, during the period before Restoration is completed. In the event that TRMCTesoro’s economic considerations justify incurring additional costs to restore the Terminal in a more expedited manner than the time schedule determined in accordance with the preceding sentence, TRMC Tesoro may require TLO to expedite the Restoration to the extent reasonably possible, subject to TRMCTesoro’s payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan in which TRMC Tesoro agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement or any applicable Terminal Service Order in connection with a Force Majeure, so long as such Restoration is completed with due diligence, and TRMC Tesoro shall pay its portion of the Restoration costs to TLO in advance based on an estimate based on reasonable engineering standards promulgated by the Association for Facilities Engineering. Upon completion, TRMC Tesoro shall pay the difference between the actual portion of Restoration costs to be paid by TRMC Tesoro pursuant to this Section 29(c32(c) and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of TLO’s invoice therefor, or, if appropriate, TLO shall pay TRMC Tesoro the excess of the estimate paid by TRMC Tesoro over TLO’s actual costs as previously described within thirty (30) days after completion of the Restoration.

Capacity Resolution. In the event of the failure of TLO to maintain any a Terminal in a condition and with a capacity sufficient to throughput a volume of TRMCCustomer’s Products equal to the respective Stipulated Volume Terminal Reserved Capacity for such Terminalthe particular terminal and/or the Rail Reserved Capacity, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on at the particular Terminal which will, among other things, specify steps to be taken by TLO to fully accomplish Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal industry standards and shall take into consideration TLO’s economic considerations relating to costs of the repairs and TRMCCustomer’s requirements concerning its refining and marketing operations. TLO shall use commercially reasonable efforts to continue to provide storage and throughput and, if applicable, railcar loading and unloading of TRMCCustomer’s Products at the affected Terminal, to the extent the affected Terminal has capability of doing so, during the period before Restoration is completed. In the event that TRMCCustomer’s economic considerations justify incurring additional costs to restore the Terminal in a more expedited manner than the time schedule determined in accordance with the preceding sentence, TRMC Customer may require TLO to expedite the Restoration to the extent reasonably possible, subject to TRMCCustomer’s payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan in which TRMC Customer agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement in connection with a Force Majeure, so long as such Restoration is completed with due diligence, and TRMC Customer shall pay its portion of the Restoration costs to TLO in advance based on an estimate based on reasonable engineering standards promulgated by the Association for Facilities Engineering. Upon completion, TRMC Customer shall pay the difference between the actual portion of Restoration costs to be paid by TRMC Customer pursuant to this Section 29(c30(c) and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of TLO’s invoice therefor, or, if appropriate, TLO shall pay TRMC Customer the excess of the estimate paid by TRMC Customer over TLO’s actual costs as previously described within thirty (30) days after completion of the Restoration.

Capacity Resolution. In the event of the failure of TLO to maintain any Terminal in a condition and with a capacity sufficient to throughput a volume the Segments of TRMC’s Products equal to the respective Stipulated Volume for such TerminalLAR Short Haul Pipelines at the Minimum Throughput Capacity, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on the Terminal affected portion of the LAR Short Haul Pipelines which will, among other things, specify steps to be taken by TLO to fully accomplish Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal pipeline transportation industry standards and shall take into consideration TLO’s economic considerations relating to costs of the repairs and TRMC’s requirements concerning its refining and marketing operations. TLO shall use commercially reasonable efforts to continue to provide storage and throughput the operation of TRMC’s Products at the affected Terminal, to the extent the Terminal has capability of doing so, during the period before Restoration is completedWilmington Refinery. In the event that TRMC’s economic considerations justify incurring additional costs to restore the Terminal LAR Short Haul Pipelines in a more expedited manner than the time schedule determined in accordance with the preceding sentence, TRMC may require TLO to expedite the Restoration to the extent reasonably possible, subject to TRMC’s payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan in which wherein TRMC agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement in connection with a Force Majeure, pursuant to Section 13(a) above so long as such Restoration is completed with due diligence, and TRMC shall pay its such portion of the Restoration costs to TLO in advance based on an estimate based on conforming to reasonable engineering standards promulgated by the Association for Facilities Engineeringapplicable to petroleum products pipelines, as applicable. Upon completion, TRMC shall pay the difference between the actual portion of Restoration costs to be paid by TRMC pursuant to this Section 29(c14(c) and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of TLO’s invoice therefor, or, if appropriate, TLO shall pay TRMC the excess of the estimate paid by TRMC over TLO’s actual costs as previously described within thirty (30) days after completion of the Restoration.

Capacity Resolution. In the event of the failure of TLO Logistics to maintain any (i) the Terminal in a condition and with sufficient capacity to throughput the Minimum Throughput Capacity or (ii) the - 23 - Tankage with a capacity sufficient to throughput store a volume of TRMC’s Products Materials at least equal to the respective Stipulated Volume for such Terminalapplicable Minimum Storage Capacity, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on the Terminal which will, among other things, specify steps to be taken by TLO Logistics to fully accomplish the Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal applicable industry standards and shall take into consideration TLO’s Logistic’ economic considerations relating to costs of the repairs and TRMCLion’s requirements concerning its refining and marketing operations. TLO Logistics shall use commercially reasonable efforts to continue to provide throughput and storage and throughput of TRMCLion’s Products at the affected TerminalMaterials, to the extent the Terminal has and Tankage have the capability of doing so, during the period before Restoration is completed. In the event that TRMCLion’s economic considerations justify incurring additional costs to restore complete the Terminal Restoration in a more expedited manner than the time schedule determined in accordance with the preceding sentence, TRMC Lion may require TLO Logistics to expedite the Restoration to the extent reasonably possible, subject to TRMCLion’s payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan in which TRMC wherein Lion agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement in connection with a Force Majeure, pursuant to Section 5(b) above so long as such Restoration is completed with due diligencediligence and dispatch, and TRMC Lion shall pay its portion of the Restoration costs cost to TLO Logistics in advance based on an a good faith estimate based on reasonable engineering standards promulgated by the Association for Facilities Engineeringstandards. Upon completion, TRMC Lion shall pay the difference between the actual portion of Restoration costs to be paid by TRMC Lion pursuant to this Section 29(c10(c) and the estimated amount paid under the preceding sentence within thirty (30) 30 days after receipt of TLO’s Logistics’ invoice therefor, or, if appropriate, TLO Logistics shall pay TRMC Lion the excess of the estimate paid by TRMC Lion over TLO’s Logistics’ actual costs as previously described within thirty (30) 30 days after completion of the Restoration.

Capacity Resolution. In the event of the failure of TLO Owner to maintain any Terminal in a condition and (a) the Pipelines with sufficient capacity to throughput the applicable Minimum Throughput Capacity or (b) the Storage Facilities with a capacity sufficient to throughput store a volume of TRMC’s Products Materials at least equal to the respective Stipulated Volume for such Terminalapplicable Minimum Storage Capacity, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined)Resolution. At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on the Terminal which will, among other things, specify steps to be taken by TLO Owner to fully accomplish the Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary pipeline transportation and terminal industry standards and shall take into consideration TLOOwner’s economic considerations relating to costs of the repairs and TRMCCustomer’s requirements concerning its refining and marketing operations. TLO Owner shall use commercially reasonable efforts to continue to provide storage and throughput of TRMC’s Products at the affected TerminalMaterials, to the extent the Terminal has Pipelines have capability of doing so, during the period before Restoration is completed. In the event that TRMCCustomer’s economic considerations justify incurring additional costs to restore complete the Terminal Restoration in a more expedited manner than the time schedule determined in accordance with the preceding sentence, TRMC Customer may require TLO Owner to expedite the Restoration to the extent reasonably possible, subject to TRMCCustomer’s payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan in which TRMC wherein Customer agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement in connection with a Force Majeure, pursuant to Section 17.2 below so long as such Restoration is completed with due diligencediligence and dispatch, and TRMC Customer shall pay its portion of the Restoration costs cost to TLO Owner in advance based on an a good faith estimate based on reasonable engineering standards promulgated by the Association for Facilities Engineeringstandards. Upon completion, TRMC Customer shall pay the difference between the actual portion of Restoration costs to be paid by TRMC Customer pursuant to this Section 29(c) 10.3 and the estimated amount paid under the preceding sentence within thirty (30) 30 days after receipt of TLOOwner’s invoice therefor, or, if appropriate, TLO Owner shall pay TRMC Customer the excess of the estimate paid by TRMC Customer over TLOOwner’s actual costs as previously described within thirty (30) 30 days after completion of the Restoration.

Capacity Resolution. In the event of the failure of TLO to maintain any Terminal Pipeline or Tank in a condition and with a capacity sufficient to throughput store and handle a volume of TRMCCustomer’s Products equal to the respective Stipulated Volume for such Terminalits current Operating Capacity, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter definedas defined below). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on of the Terminal Tank and/or its associated Pipeline(s) which will, among other things, specify steps to be taken by TLO to fully accomplish Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal industry standards and shall take into consideration TLO’s economic considerations relating to costs of the repairs and TRMCCustomer’s requirements concerning its refining and marketing operations. TLO shall use commercially reasonable efforts to continue to provide storage and throughput of TRMCCustomer’s Products at the affected TerminalStorage Facility, to the extent the Terminal Storage Facility has the capability of doing so, during the period before Restoration is completed. In the event that TRMCCustomer’s economic considerations justify incurring additional costs to restore the Terminal Tank and/or associated Pipeline(s) in a more expedited manner than the time schedule determined in accordance with the preceding sentencesentences, TRMC Customer may require TLO to expedite the Restoration to the extent reasonably possible, subject to TRMCCustomer’s paymentpayment upon the occurrence of mutually agreed upon milestones in the Restoration process. In the event that the Operating Capacity of a Tank is reduced, and the Parties agree that the Restoration of such Tank to its full Operating Capacity is not justified under the standards set forth in advancethe preceding sentences, of then the estimated incremental costs Parties shall negotiate an appropriate adjustment to be incurred as a result of the expedited time scheduleStorage Services Fee to account for the reduced Operating Capacity available for Customer’s use. In the event the Parties agree to an expedited Restoration plan in which TRMC Customer agrees to fund a portion of pay the Restoration costcosts based on milestone payments or if the Parties agree to a reduced Storage Services Fee, then neither Party shall have the right to terminate this Agreement in connection with a Force Majeureor any applicable Terminal Service Order pursuant to Section 23 below, so long as any such Restoration is completed with due diligence, and TRMC shall pay its portion of the Restoration costs to TLO in advance based on an estimate based on reasonable engineering standards promulgated by the Association for Facilities Engineering. Upon completion, TRMC shall pay the difference between the actual portion of Restoration costs to be paid by TRMC pursuant to this Section 29(c) and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of TLO’s invoice therefor, or, if appropriate, TLO shall pay TRMC the excess of the estimate paid by TRMC over TLO’s actual costs as previously described within thirty (30) days after completion of the Restoration.

Capacity Resolution. In the event of the failure of TLO to maintain any the Terminal in a condition and with a capacity sufficient to throughput a volume of TRMCCustomer’s Products Heavy Oils equal to the respective Stipulated Volume Manifest Railcar Loading and Unloading Capacity (for such Terminalreasons other than Force Majeure), then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on the Terminal which will, among other things, specify steps to be taken by TLO to fully accomplish Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal industry standards and shall take into consideration TLO’s economic considerations relating to costs of the repairs and TRMCCustomer’s requirements concerning its refining and marketing operations. TLO shall use commercially reasonable efforts to continue to provide storage and throughput of TRMCCustomer’s Products at the affected Terminal, to the extent the Terminal has capability of doing so, during the period before Restoration is completed. In the event that TRMCCustomer’s economic considerations justify incurring additional costs to restore the Terminal in a more expedited manner than the time schedule determined in accordance with the preceding sentence, TRMC Customer may require TLO to expedite the Restoration to the extent reasonably possible, subject to TRMCCustomer’s payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan in which TRMC Customer agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement in connection with a Force Majeure, so long as such Restoration is completed with due diligence, and TRMC Customer shall pay its portion of the Restoration costs to TLO in advance based on an estimate based on reasonable engineering standards promulgated by the Association for Facilities Engineering. Upon completion, TRMC Customer shall pay the difference between the actual portion of Restoration costs to be paid by TRMC Customer pursuant to this Section 29(c28(c) and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of TLO’s invoice therefor, or, if appropriate, TLO shall pay TRMC Customer the excess of the estimate paid by TRMC Customer over TLO’s actual costs as previously described within thirty (30) days after completion of the Restoration.

Capacity Resolution. In the event of (i) the failure of TLO THPP to maintain any Segment at its full specified minimum required Reserve Capacity; (ii) the failure of THPP to maintain any Terminal in a condition at its full specified Minimum Required Terminal Capacity; or (iii) the failure of THPP to maintain each gathering line, tank and with a capacity sufficient to throughput a volume associated lateral pipelines of TRMC’s Products equal to the respective Stipulated Volume for such TerminalPipeline System at the Minimum Required Gathering System Capacity, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on the Terminal affected portion of the Pipeline System which will, among other things, specify steps to be taken by TLO THPP to fully accomplish Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal pipeline transportation industry standards and shall take into consideration TLOTHPP’s economic considerations relating to costs of the repairs and TRMC’s requirements concerning its refining and marketing operations. TLO shall use commercially reasonable efforts to continue to provide storage and throughput the operation of TRMC’s Products at the affected Terminal, to the extent the Terminal has capability of doing so, during the period before Restoration is completedMandan Refinery. In the event that TRMC’s economic considerations justify incurring additional costs to restore the Terminal Pipeline System in a more expedited manner than the time schedule determined in accordance with the preceding sentence, TRMC may require TLO THPP to expedite the Restoration to the extent reasonably possible, subject to TRMC’s payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan in which wherein TRMC agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement in connection with a Force Majeure, pursuant to Section 12(a) above so long as such Restoration is completed with due diligence, and TRMC shall pay its such portion of the Restoration costs to TLO THPP in advance based on an estimate based on conforming to reasonable engineering standards promulgated by the Association for Facilities Engineeringapplicable to petroleum pipelines. Upon completion, TRMC shall pay the difference between the actual portion of Restoration costs to be paid by TRMC pursuant to this Section 29(c13(c) and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of TLOTHPP’s invoice therefor, or, if appropriate, TLO THPP shall pay TRMC the excess of the estimate paid by TRMC over TLOTHPP’s actual costs as previously described within thirty (30) days after completion of the Restoration.

Capacity Resolution. In the event of the failure of TLO to maintain any Terminal Pipeline or Tank in a condition and with a capacity sufficient to throughput store and handle a volume of TRMC’s Products equal to the respective Stipulated Volume for such Terminalits current Operating Capacity, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter definedas defined below). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on of the Terminal Tank and/or its associated Pipeline(s) which will, among other things, specify steps to be taken by TLO to fully accomplish Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal industry standards and shall take into consideration TLO’s economic considerations relating to costs of the repairs and TRMC’s requirements concerning its refining and marketing operations. TLO shall use commercially reasonable efforts to continue to provide storage and throughput of TRMC’s Products at the affected Terminalapplicable Storage Facility, to the extent the Terminal Storage Facility has the capability of doing so, during the period before Restoration is completed. In the event that TRMC’s economic considerations justify incurring additional costs to restore the Terminal Tank and/or associated Pipeline(s) in a more expedited manner than the time schedule determined in accordance with the preceding sentencesentences, TRMC may require TLO to expedite the Restoration to the extent reasonably possible, subject to TRMC’s paymentpayment upon the occurrence of mutually agreed upon milestones in the Restoration process. In the event that the Operating Capacity of a Tank is reduced, and the Parties agree that the Restoration of such Tank to its full Operating Capacity is not justified under the standards set forth in advancethe preceding sentences, of then the estimated incremental costs Parties shall negotiate an appropriate adjustment to be incurred as a result of the expedited time scheduleStorage Services Fee to account for the reduced Operating Capacity available for TRMC’s use. In the event the Parties agree to an expedited Restoration plan in which TRMC agrees to fund a portion of pay the Restoration costcosts based on milestone payments or if the Parties agree to a reduced Storage Services Fee, then neither Party shall have the right to terminate this Agreement in connection with a Force Majeureor any applicable Terminal Service Order pursuant to Section 23 below, so long as any such Restoration is completed with due diligence, and TRMC shall pay its portion of the Restoration costs to TLO in advance based on an estimate based on reasonable engineering standards promulgated by the Association for Facilities Engineering. Upon completion, TRMC shall pay the difference between the actual portion of Restoration costs to be paid by TRMC pursuant to this Section 29(c) and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of TLO’s invoice therefor, or, if appropriate, TLO shall pay TRMC the excess of the estimate paid by TRMC over TLO’s actual costs as previously described within thirty (30) days after completion of the Restoration.

Capacity Resolution. In the event of the failure of TLO Provider to maintain any Terminal in a condition and with a capacity sufficient to throughput a volume of TRMCCustomer’s Products equal to the respective Stipulated Volume for such TerminalAsphalt as required under this Agreement, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on at the Terminal which will, among other things, specify steps to be taken by TLO Provider to fully accomplish Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal industry standards and shall take into consideration TLOProvider’s economic considerations relating to costs of the repairs and TRMCCustomer’s requirements concerning its refining and marketing operations. TLO Provider shall use commercially reasonable efforts to continue to provide storage and throughput of TRMCCustomer’s Products Asphalt at the affected Terminal, to the extent the Terminal has capability of doing so, during the period before Restoration is completed. In the event that TRMCCustomer’s economic considerations justify incurring additional costs to restore the Terminal in a more expedited manner than the time schedule determined in accordance with the preceding sentence, TRMC Customer may require TLO Provider to expedite the Restoration to the extent reasonably possible, subject to TRMCCustomer’s payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan in which TRMC agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement in connection with a Force Majeure, so long as such Restoration is completed with due diligence, and TRMC shall pay its portion of the Restoration costs to TLO in advance based on an estimate based on reasonable engineering standards promulgated by the Association for Facilities Engineering. Upon completion, TRMC Customer shall pay the difference between the actual portion of Restoration costs to be paid by TRMC Customer pursuant to this Section 29(c) 23.3 and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of TLOProvider’s invoice therefor, or, if appropriate, TLO Provider shall pay TRMC Customer the excess of the estimate paid by TRMC Customer over TLOProvider’s actual costs as previously described within thirty (30) days after completion of the Restoration.

Capacity Resolution. In the event of the failure of TLO to maintain any Terminal in the Short Haul Pipelines at a condition and with a capacity level sufficient to throughput a volume of TRMC’s Products equal to maintain Crude Pipeline Throughput Capacity or the respective Stipulated Volume for such TerminalProduct Pipeline Throughput Capacity, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on the Terminal affected portion of the Short Haul Pipelines which will, among other things, specify steps to be taken by TLO to fully accomplish Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal pipeline transportation industry standards and shall take into consideration TLO’s economic considerations relating to costs of the repairs and TRMC’s requirements concerning its refining and marketing operations. TLO shall use commercially reasonable efforts to continue to provide storage and throughput the operation of TRMC’s Products at the affected Terminal, to the extent the Terminal has capability of doing so, during the period before Restoration is completedRefinery. In the event that TRMC’s economic considerations justify incurring additional costs to restore the Terminal Short Haul Pipelines in a more expedited manner than the time schedule determined in accordance with the preceding sentence, TRMC may require TLO to expedite the Restoration to the extent reasonably possible, subject to TRMC’s payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan in which wherein TRMC agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement in connection with a Force Majeure, pursuant to Section 18(a) above so long as such Restoration is completed with due diligence, and TRMC shall pay its such portion of the Restoration costs to TLO in advance based on an estimate based on conforming to reasonable engineering standards promulgated by applicable to the Association for Facilities EngineeringCrude Pipeline or the Product Pipelines, as applicable. Upon completion, TRMC shall pay the difference between the actual portion of Restoration costs to be paid by TRMC pursuant to this Section 29(c19(c) and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of TLO’s invoice therefor, or, if appropriate, TLO shall pay TRMC the excess of the estimate paid by TRMC over TLO’s actual costs as previously described within thirty (30) days after completion of the Restoration.

Capacity Resolution. In the event of the failure of TLO WRT to maintain any Terminal Facility in a condition and with a capacity sufficient to throughput a volume of TRMCSPPR’s Products equal to the respective Stipulated Volume for such Terminalas required by SPPR, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on the affected Terminal Facility which will, among other things, specify steps to be taken by TLO WRT to fully accomplish Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal industry standards and shall take into consideration TLOWRT’s economic considerations relating to costs of the repairs and TRMCSPPR’s requirements concerning its refining and marketing operations. TLO WRT shall use commercially reasonable efforts to continue to provide storage and throughput of TRMCSPPR’s Products at the affected TerminalTerminal Facility, to the extent the Terminal Facility has capability of doing so, during the period before Restoration is completed. In the event that TRMCSPPR’s economic considerations justify incurring additional costs to restore the Terminal Facility in a more expedited manner than the time schedule determined in accordance with the preceding sentence, TRMC SPPR may require TLO WRT to expedite the Restoration to the extent reasonably possible, subject to TRMCSPPR’s payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan in which TRMC agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement in connection with a Force Majeure, so long as such Restoration is completed with due diligence, and TRMC shall pay its portion of the Restoration costs to TLO in advance based on an estimate based on reasonable engineering standards promulgated by the Association for Facilities Engineering. Upon completion, TRMC SPPR shall pay the difference between the actual portion of Restoration costs to be paid by TRMC SPPR pursuant to this Section 29(c) 30.3 and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of TLOWRT’s invoice therefor, or, if appropriate, TLO WRT shall pay TRMC SPPR the excess of the estimate paid by TRMC SPPR over TLOWRT’s actual costs as previously described within thirty (30) days after completion of the Restoration.

Capacity Resolution. In the event of the failure of TLO WRT to maintain any Terminal in a condition and with a capacity sufficient to throughput a volume of TRMCWNR’s Products equal to the respective Stipulated Volume for such Terminalproducts as required by WNR, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on the Terminal which will, among other things, specify steps to be taken by TLO WRT to fully accomplish Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal industry standards and shall take into consideration TLOWRT’s economic considerations relating to costs of the repairs and TRMCWNR’s requirements concerning its refining and marketing operations. TLO WRT shall use commercially reasonable efforts to continue to provide storage and throughput of TRMCWNR’s Products products at the affected Terminal, to the extent the Terminal has capability of doing so, during the period before Restoration is completed. In the event that TRMCWNR’s economic considerations justify incurring additional costs to restore the Terminal in a more expedited manner than the time schedule determined in accordance with the preceding sentence, TRMC WNR may require TLO WRT to expedite the Restoration to the extent reasonably possible, subject to TRMCWNR’s payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan in which TRMC agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement in connection with a Force Majeure, so long as such Restoration is completed with due diligence, and TRMC shall pay its portion of the Restoration costs to TLO in advance based on an estimate based on reasonable engineering standards promulgated by the Association for Facilities Engineering. Upon completion, TRMC WNR shall pay the difference between the actual portion of Restoration costs to be paid by TRMC WNR pursuant to this Section 29(c) 31.3 and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of TLOWRT’s invoice therefor, or, if appropriate, TLO WRT shall pay TRMC WNR the excess of the estimate paid by TRMC WNR over TLOWRT’s actual costs as previously described within thirty (30) days after completion of the Restoration. TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**).

Capacity Resolution. In the event of the failure of TLO to maintain any Terminal Pipeline or Tank in a condition and with a capacity sufficient to throughput store and handle a volume of TRMCTAC’s Products equal to the respective Stipulated Volume for such Terminalits current Operating Capacity, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter definedas defined below). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on of the Terminal Tank and/or its associated Pipeline(s) which will, among other things, specify steps to be taken by TLO to fully accomplish Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal industry standards and shall take into consideration TLO’s economic considerations relating to costs of the repairs and TRMCTAC’s requirements concerning its refining and marketing operations. TLO shall use commercially reasonable efforts to continue to provide storage and throughput of TRMCTAC’s Products at the affected TerminalStorage Facility, to the extent the Terminal Storage Facility has the capability of doing so, during the period before Restoration is completed. In the event that TRMCTAC’s economic considerations justify incurring additional costs to restore the Terminal Tank and/or associated Pipeline(s) in a more expedited manner than the time schedule determined in accordance with the preceding sentencesentences, TRMC TAC may require TLO to expedite the Restoration to the extent reasonably possible, subject to TRMCTAC’s paymentpayment upon the occurrence of mutually agreed upon milestones in the Restoration process. In the event that the Operating Capacity of a Tank is reduced, and the Parties agree that the Restoration of such Tank to its full Operating Capacity is not justified under the standards set forth in advancethe preceding sentences, of then the estimated incremental costs Parties shall negotiate an appropriate adjustment to be incurred as a result of the expedited time scheduleStorage Services Fee to account for the reduced Operating Capacity available for TAC’s use. In the event the Parties agree to an expedited Restoration plan in which TRMC TAC agrees to fund a portion of pay the Restoration costcosts based on milestone payments or if the Parties agree to a reduced Storage Services Fee, then neither Party shall have the right to terminate this Agreement in connection with a Force Majeureor any applicable Terminal Service Order pursuant to Section 23 below, so long as any such Restoration is completed with due diligence, and TRMC shall pay its portion of the Restoration costs to TLO in advance based on an estimate based on reasonable engineering standards promulgated by the Association for Facilities Engineering. Upon completion, TRMC shall pay the difference between the actual portion of Restoration costs to be paid by TRMC pursuant to this Section 29(c) and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of TLO’s invoice therefor, or, if appropriate, TLO shall pay TRMC the excess of the estimate paid by TRMC over TLO’s actual costs as previously described within thirty (30) days after completion of the Restoration.

Capacity Resolution. In the event of the failure of TLO WRT to maintain any Terminal in a condition and with a capacity sufficient to throughput a volume of TRMCWNR’s Products equal to the respective Stipulated Volume for such Terminalproducts as required by WNR, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on the Terminal which will, among other things, specify steps to be taken by TLO WRT to fully accomplish Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal industry standards and shall take into consideration TLOWRT’s economic considerations relating to costs of the repairs and TRMCWNR’s requirements concerning its refining and marketing operations. TLO WRT shall use commercially reasonable efforts to continue to provide storage and throughput of TRMCWNR’s Products products at the affected Terminal, to the extent the Terminal has capability of doing so, during the period before Restoration is completed. In the event that TRMCWNR’s economic considerations justify incurring additional costs to restore the Terminal in a more expedited manner than the time schedule determined in accordance with the preceding sentence, TRMC WNR may require TLO WRT to expedite the Restoration to the extent reasonably possible, subject to TRMCWNR’s payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan in which TRMC agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement in connection with a Force Majeure, so long as such Restoration is completed with due diligence, and TRMC shall pay its portion of the Restoration costs to TLO in advance based on an estimate based on reasonable engineering standards promulgated by the Association for Facilities Engineering. Upon completion, TRMC WNR shall pay the difference between the actual portion of Restoration costs to be paid by TRMC WNR pursuant to this Section 29(c) 31.3 and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of TLOWRT’s invoice therefor, or, if appropriate, TLO WRT shall pay TRMC WNR the excess of the estimate paid by TRMC WNR over TLOWRT’s actual costs as previously described within thirty (30) days after completion of the Restoration.

Capacity Resolution. In the event of the failure of TLO to maintain any Terminal Pipeline or Tank in a condition and with a capacity sufficient to throughput store and handle a volume of TRMCCustomer’s Products equal to the respective Stipulated Volume for such Terminalits current Operating Capacity, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter definedas defined below). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on of the Terminal Tank and/or its associated Pipeline(s) which will, among other things, specify steps to be taken by TLO to fully accomplish Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal industry standards and shall take into consideration TLO’s economic considerations relating to costs of the repairs and TRMCCustomer’s requirements concerning its refining and marketing operations. TLO shall use commercially reasonable efforts to continue to provide storage and throughput of TRMCCustomer’s Products at the affected TerminalStorage Facility II, to the extent Storage Facility II has the Terminal has capability of doing so, during the period before Restoration is completed. In the event that TRMCCustomer’s economic considerations justify incurring additional costs to restore the Terminal Tank and/or associated Pipeline(s) in a more expedited manner than the time schedule determined in accordance with the preceding sentencesentences, TRMC Customer may require TLO to expedite the Restoration to the extent reasonably possible, subject to TRMCCustomer’s paymentpayment upon the occurrence of mutually agreed upon milestones in the Restoration process. In the event that a Tank is taken out of service or the Operating Capacity of a Tank is reduced, and the Parties agree that the Restoration of such Tank to its full Operating Capacity is not justified under the standards set forth in advancethe preceding sentences, of then the estimated incremental costs Parties shall negotiate an appropriate adjustment to be incurred as a result of the expedited time scheduleStorage Services Fee to account for the reduced Operating Capacity available for Customer’s use. In the event the Parties agree to an expedited Restoration plan in which TRMC Customer agrees to fund a portion of pay the Restoration costcosts based on milestone payments or if the Parties agree to a reduced Storage Services Fee, then neither Party shall have the right to terminate this Agreement in connection with a Force Majeureor any applicable Terminal Service Order pursuant to Section 23 below, so long as any such Restoration is completed with due diligence, and TRMC shall pay its portion of the Restoration costs to TLO in advance based on an estimate based on reasonable engineering standards promulgated by the Association for Facilities Engineering. Upon completion, TRMC shall pay the difference between the actual portion of Restoration costs to be paid by TRMC pursuant to this Section 29(c) and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of TLO’s invoice therefor, or, if appropriate, TLO shall pay TRMC the excess of the estimate paid by TRMC over TLO’s actual costs as previously described within thirty (30) days after completion of the Restoration.

Capacity Resolution. In the event of the failure of TLO to maintain any Terminal in a condition and with a capacity sufficient to throughput a volume Segment of TRMC’s Products equal to the respective Stipulated Volume for such TerminalShort Haul Pipelines at its Minimum Throughput Capacity or its UNEV Minimum Throughput Capacity, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ ' advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on the Terminal affected portion of the Short Haul Pipelines which will, among other things, specify steps to be taken by TLO to fully accomplish Restoration and the deadlines by which the Restoration must be completed (the “"Capacity Resolution”"). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal pipeline transportation industry standards and shall take into consideration TLO’s 's economic considerations relating to costs of the repairs and TRMC’s 's requirements concerning its refining and marketing operations. TLO shall use commercially reasonable efforts to continue to provide storage and throughput the operation of TRMC’s Products at the affected Terminal, to the extent the Terminal has capability of doing so, during the period before Restoration is completedSLC Refinery. In the event that TRMC’s 's economic considerations justify incurring additional costs to restore the Terminal Short Haul Pipelines in a more expedited manner than the time schedule determined in accordance with the preceding sentence, TRMC may require TLO to expedite the Restoration to the extent reasonably possible, subject to TRMC’s 's payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan in which wherein TRMC agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement in connection with a Force Majeure, pursuant to Section 13(a) above so long as such Restoration is completed with due diligence, and TRMC shall pay its such portion of the Restoration costs to TLO in advance based on an estimate based on conforming to reasonable engineering standards promulgated by the Association for Facilities Engineeringapplicable to crude petroleum or products pipelines, as applicable. Upon completion, TRMC shall pay the difference between the actual portion of Restoration costs to be paid by TRMC pursuant to this Section 29(c14(c) and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of TLO’s ofTLO's invoice therefor, or, if appropriate, TLO shall pay TRMC the excess of the estimate paid by TRMC over TLO’s 's actual costs as previously described within thirty (30) days after completion of the Restoration.

Capacity Resolution. In the event of the failure of TLO to maintain any Terminal in a condition and with a capacity sufficient to throughput a volume of TRMCTesoro’s Products equal to the respective Stipulated Volume for such Terminal, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on the Terminal which will, among other things, specify steps to be taken by TLO or, if agreed, by Tesoro, to fully accomplish Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal industry standards and shall take into consideration TLO’s economic considerations relating to costs of the repairs and TRMCTesoro’s requirements concerning its refining and marketing operations. TLO shall use commercially reasonable efforts to continue to provide storage and throughput of TRMCTesoro’s Products at the affected Terminal, to the extent the Terminal has capability of doing so, during the period before Restoration is completed. In the event that TRMCTesoro’s economic considerations justify incurring additional costs to restore the Terminal in a more expedited manner than the time schedule determined in accordance with the preceding sentence, TRMC Tesoro may require TLO to expedite the Restoration to the extent reasonably possible, subject to TRMCTesoro’s payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan in which TRMC Tesoro agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement in connection with a Force Majeurepursuant to Section 31 above, so long as such Restoration is completed with due diligence, and TRMC Tesoro shall pay its portion of the Restoration costs to TLO in advance based on an estimate based on reasonable engineering standards promulgated by the Association for Facilities Engineering. Upon completion, TRMC Tesoro shall pay the difference between the actual portion of Restoration costs to be paid by TRMC Tesoro pursuant to this Section 29(c32(c) and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of TLO’s invoice therefor, or, if appropriate, TLO shall pay TRMC Tesoro the excess of the estimate paid by TRMC Tesoro over TLO’s actual costs as previously described within thirty (30) days after completion of the Restoration.

Capacity Resolution. In the event of the failure of TLO Logistics to maintain any (i) the Terminal in a condition and with sufficient capacity to throughput the Minimum Throughput Capacity or (ii) the Tankage with a capacity sufficient to throughput store a volume of TRMC’s Products Materials at least equal to the respective Stipulated Volume for such Terminalapplicable Minimum Storage Capacity, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on the Terminal which will, among other things, specify steps to be taken by TLO Logistics to fully accomplish the Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal applicable industry standards and shall take into consideration TLO’s Logistic’ economic considerations relating to costs of the repairs and TRMCRefining’s requirements concerning its refining and marketing operations. TLO Logistics shall use commercially reasonable efforts to continue to provide throughput and storage and throughput of TRMCRefining’s Products at the affected TerminalMaterials, to the extent the Terminal has and Tankage have the capability of doing so, during the period before Restoration is completed. In the event that TRMCRefining’s economic considerations justify incurring additional costs to restore complete the Terminal Restoration in a more expedited manner than the time schedule determined in accordance with the preceding sentence, TRMC Refining may require TLO Logistics to expedite the Restoration to the extent reasonably possible, subject to TRMCRefining’s payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan in which TRMC wherein Refining agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement in connection with a Force Majeure, pursuant to Section 3(b) above so long as such Restoration is completed with due diligencediligence and dispatch, and TRMC Refining shall pay its portion of the Restoration costs Cost to TLO Logistics in advance based on an a good faith estimate based on reasonable engineering standards promulgated by the Association for Facilities Engineeringstandards. Upon completion, TRMC Refining shall pay the difference between the actual portion of Restoration costs to be paid by TRMC Refining pursuant to this Section 29(c8(c) and the estimated amount paid under the preceding sentence within thirty (30) 30 days after receipt of TLO’s Logistics’ invoice therefor, or, if appropriate, TLO Logistics shall pay TRMC Refining the excess of the estimate paid by TRMC Refining over TLO’s Logistics’ actual costs as previously described within thirty (30) 30 days after completion of the Restoration. HOU02:1274125 - 21 - Section 9. 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 Refining decides to permanently or indefinitely suspend refining operations at the Refinery for a period that shall continue for at least 12 consecutive months, Refining may provide written notice to Logistics of 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 Refining has notified Logistics of such suspension and, upon the expiration of the period of 12 months (which may run concurrently with the 12-month period described in the immediately preceding sentence) following the date such notice is sent (the “Notice Period”), this Agreement shall terminate. If Refining notifies Logistics, 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 3(a) and Section 9(c), during the Notice Period, Refining shall remain liable for Deficiency Payments. During the Notice Period, Logistics may terminate this Agreement upon 60 days prior written notice to Refining in order to enter into an agreement to provide any third party the services provided to Refining 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. (c) If refining operations at the Refinery are suspended for any reason (including refinery turnaround operations and other scheduled maintenance), then Refining 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. Refining shall provide at least 30 days’ prior written notice of any suspension of operations at the Refinery due to a planned turnaround or scheduled maintenance, provided that Refining shall not have any liability for any failure to notify, or delay in notifying, Logistics of any such suspension except to the extent Logistics has been materially damaged by such failure or delay. (d) In the event the operations of the Refinery are suspended under this Section 9 or as a result of a Force Majeure event, Logistics shall have the right to provide transportation and storage services to third parties on the terms and conditions set forth in Section 2(q). Section 10.

Capacity Resolution. In the event of the failure of TLO Logistics to maintain any (i) the Terminal in a condition and with sufficient capacity to throughput the Minimum Throughput Capacity or (ii) the - 23 - Tankage with a capacity sufficient to throughput store a volume of TRMC’s Products Materials at least equal to the respective Stipulated Volume for such Terminalapplicable Minimum Storage Capacity, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on the Terminal which will, among other things, specify steps to be taken by TLO Logistics to fully accomplish the Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal applicable industry standards and shall take into consideration TLO’s Logistic’ economic considerations relating to costs of the repairs and TRMCLion’s requirements concerning its refining and marketing operations. TLO Logistics shall use commercially reasonable efforts to continue to provide throughput and storage and throughput of TRMCLion’s Products at the affected TerminalMaterials, to the extent the Terminal has and Tankage have the capability of doing so, during the period before Restoration is completed. In the event that TRMCLion’s economic considerations justify incurring additional costs to restore complete the Terminal Restoration in a more expedited manner than the time schedule determined in accordance with the preceding sentence, TRMC Lion may require TLO Logistics to expedite the Restoration to the extent reasonably possible, subject to TRMCLion’s payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan in which TRMC wherein Lion agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement in connection with a Force Majeure, pursuant to Section 5(b) above so long as such Restoration is completed with due diligencediligence and dispatch, and TRMC Lion shall pay its portion of the Restoration costs cost to TLO Logistics in advance based on an a good faith estimate based on reasonable engineering standards promulgated by the Association for Facilities Engineeringstandards. Upon completion, TRMC Lion shall pay the difference between the actual portion of Restoration costs to be paid by TRMC Lion pursuant to this Section 29(c10(c) and the estimated amount paid under the preceding sentence within thirty (30) 30 days after receipt of TLO’s Logistics’ invoice therefor, or, if appropriate, TLO Logistics shall pay TRMC Lion the excess of the estimate paid by TRMC Lion over TLO’s Logistics’ actual costs as previously described within thirty (30) 30 days after completion of the Restoration.. (d) Lion shall not deliver to the Terminal or the Tankage any Materials which: (a) would in any way be injurious to the Terminal or the Tankage; (b) may not be lawfully stored or throughput in such facilities; or (c) would render such facilities unfit for proper storage or handling of similar Materials. Any and all Materials that leave the Terminal or the Tankage shall meet all relevant ASTM, EPA, federal and state specifications, and shall not leave the Terminal or the Tankage in the form of a sub-octane grade product. (e) Logistics agrees that the Terminal and all Tankage used to provide services hereunder shall be in a condition generally acceptable within the industry and capable of storing the Materials without contaminating them. Logistics will avoid any contamination of one Material by another or any degradation of the quality of any Material that would impact Lion’s ability to market or sell such Material in a timely fashion. In addition, Logistics will endeavor to ensure that no Materials shall be contaminated with scale or other materials, chemicals, water or any other impurities. In lieu of any obligation to indemnify the Lion Indemnitees pursuant to Section 19(a) with respect to any such contamination, Logistics may, at its sole option, require Lion, at Logistics’ sole expense, - 24 - to reprocess or otherwise treat any such contaminated Materials to restore those Materials to salable condition. (f) Subject to Lion’s obligations under the other Transaction Agreements, Logistics shall, at its sole cost and expense, take all actions reasonably necessary or appropriate to obtain, apply for, maintain, monitor, renew, and/or modify as appropriate, any license authorization, certification, filing, recording, permit, waiver, exception, variance, franchise, order or other approval with or of any Governmental Authority pertaining or relating to the operation of the Terminal and the Tankage (the “Required Permits”) as presently operated. Logistics shall not do anything in connection with the performance of its obligations under this Agreement that causes a termination or suspension of the Required Permits. (g) The execution of this Agreement by the Parties does not confer any obligation or responsibility on Lion in connection with (i) any existing or future environmental condition at the Terminal or the Tankage, including the presence of a regulated or hazardous substance on or in environment media at the Terminal or the Tankage (including the presence in surface water, groundwater, soils or subsurface strata, or air), including the subsequent migration of any such substance; (ii) any Environmental Law; (iii) the Required Permits; or (iv) any requirements arising under or relating to any Applicable Law to the extent pertaining or relating to the operation of the Terminal or the Tankage. (h) Notwithstanding anything to the contrary herein, Lion shall have no power or authority under this Agreement to direct the activities of Logistics or to exert control over the operation of the Terminal or the Tankage or any portion thereof. (i) Month End Inventory. (i) As of 11:59:59 p.m., CPT, on the last day of each month, Logistics shall apply the Volume Determination Procedures to the Terminal and the Tankage, and based thereon shall determine for such month for each Material, the aggregate volume of such Material held in the Terminal and the Tankage at that time (each, an “Actual Month End Product Volume”). Logistics shall notify Lion of each Actual Month End Product Volume by no later than 5:00 p.m., CPT, on the fifth Business Day thereafter. (ii) At the cost and expense of Lion, Lion may, or may have a Supplier’s Inspector, witness all or any aspects of the Volume Determination Procedures as Lion shall direct. If, in the judgment of Lion or a Supplier’s Inspector, the Volume Determination Procedures have not been applied correctly, then Logistics will cooperate with Lion, or such Supplier’s Inspector, to ensure the correct application of the Volume Determination Procedures, including making such revisions to any Actual Month End Product Volume as may be necessary to correct any such errors. (j) Subject to the provisions of Section 2(k), 10(a), 10(b) and 10(c), Logistics will maintain and operate the Terminal and the Tankage in good working order and repair and serviceable condition in accordance with generally accepted industry standards and in compliance with all Applicable Law. Subject to the other Transaction Agreements, Logistics shall have sole - 25 - responsibility for performing all storage and throughput services under this Agreement; provided that, without limiting the foregoing, the parties acknowledge the Lion’s assignee under Section 22 shall have shall have no responsibility hereunder for any operations at the Terminal and the Tankage or for performing storage and throughput services at or related to the Terminal or the Tankage. Without limiting the foregoing, Lion’s assignee pursuant to Section 22 shall not be responsible hereunder for any maintenance and repairs, labor, utilities, pumps, piping, tank conditions, heat and other activities on, at or under the Terminal or the Tankage, or for movements, receipts and deliveries of Materials to, at or from the Terminal or the Tankage. Except as expressly provided in the other Transaction Agreements, neither Lion nor its assignee shall have any responsibility for ensuring that the Terminal and the Tankage have any connections, equipment and capacity required to facilitate the movement of Materials into and out of the Tankage or that the Terminal has all connections, equipment and capacity required to facilitate the movement of Materials between the docks, pipelines or truck loading or discharge facilities and the Tankage. Except as expressly provided in this Agreement or the other Transaction Agreements, any expenses relating to any of the foregoing activities shall be borne exclusively by Logistics. Logistics agrees to provide the required heat or steam to maintain the Materials in a liquid free-flowing or pumpable state at Logistics’ cost. The provisions of this Section 10(i) shall not affect any obligations of Lion under any other Transaction Agreements. (k)

Capacity Resolution. In the event of the failure of TLO Logistics to maintain any Terminal in a condition the Rail Offloading Facility with sufficient capacity to offload and with a capacity sufficient to throughput a volume of TRMC’s Products equal to the respective Stipulated Volume for such TerminalMinimum Throughput Capacity, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on the Terminal which will, among other things, specify steps to be taken by TLO Logistics to fully accomplish the Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal applicable industry standards and shall take into consideration TLO’s Logistics’ economic considerations relating to costs of the repairs and TRMC’s XXXX’x requirements concerning its refining and marketing operations. TLO Logistics shall use commercially reasonable efforts to continue to provide storage offload and throughput of TRMC’s Products at the affected TerminalXXXX’x Materials, to the extent the Terminal Rail Offloading Facility has the capability of doing so, during the period before Restoration is completed. In the event that TRMC’s XXXX’x economic considerations justify incurring additional costs to restore complete the Terminal Restoration in a more expedited manner than the time schedule determined in accordance with the preceding sentence, TRMC XXXX may require TLO Logistics to expedite the Restoration to the extent reasonably possible, subject to TRMC’s XXXX’x payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan in which TRMC wherein XXXX agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement in connection with a Force Majeure, pursuant to Section 4(b) above so long as such Restoration is completed with due diligencediligence and dispatch, and TRMC XXXX shall pay its portion of the Restoration costs cost to TLO Logistics in advance based on an a good faith estimate based on reasonable engineering standards promulgated by the Association for Facilities Engineeringstandards. Upon completion, TRMC XXXX shall pay the difference between the actual portion of Restoration costs to be paid by TRMC XXXX pursuant to this Section 29(c9(c) and the estimated amount paid under the preceding sentence within thirty (30) 30 days after receipt of TLO’s Logistics’ invoice therefor, or, if appropriate, TLO Logistics shall pay TRMC XXXX the excess of the estimate paid by TRMC XXXX over TLO’s Logistics’ actual costs as previously described within thirty (30) 30 days after completion of the Restoration.

Capacity Resolution. In the event of the failure of TLO to maintain any Terminal Pipeline or Tank in a condition and with a capacity sufficient to throughput store and handle a volume of TRMC’s Products equal to the respective Stipulated Volume for such Terminalits current Operating Capacity, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter definedas defined below). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on of the Terminal Tank and/or its associated Pipeline(s) which will, among other things, specify steps to be taken by TLO to fully accomplish Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal industry standards and shall take into consideration TLO’s economic considerations relating to costs of the repairs and TRMC’s requirements concerning its refining and marketing operations. TLO shall use commercially reasonable efforts to continue to provide storage and throughput of TRMC’s Products at the affected TerminalProducts, to the extent the Terminal has capability of doing socapacity is available, during the period before Restoration is completed. In the event that TRMC’s economic considerations justify incurring additional costs to restore the Terminal Tank and/or associated Pipeline(s) in a more expedited manner than the time schedule determined in accordance with the preceding sentencesentences, TRMC may require TLO to expedite the Restoration to the extent reasonably possible, subject to TRMC’s paymentpayment upon the occurrence of mutually agreed upon milestones in the Restoration process. In the event that the Operating Capacity of a Tank is reduced, and the Parties agree that the Restoration of such Tank to its full Operating Capacity is not justified under the standards set forth in advancethe preceding sentences, of then the estimated incremental costs Parties shall negotiate an appropriate adjustment to be incurred as a result of the expedited time scheduleStorage Services Fee to account for the reduced Operating Capacity available for TRMC’s use. In the event the Parties agree to an expedited Restoration plan in which TRMC agrees to fund a portion of pay the Restoration costcosts based on milestone payments or if the Parties agree to a reduced Storage Services Fee, then neither Party shall have the right to terminate this Agreement in connection with a Force Majeureor any applicable Terminal Service Order pursuant to Section 23 below, so long as any such Restoration is completed with due diligence, and TRMC shall pay its portion of the Restoration costs to TLO in advance based on an estimate based on reasonable engineering standards promulgated by the Association for Facilities Engineering. Upon completion, TRMC shall pay the difference between the actual portion of Restoration costs to be paid by TRMC pursuant to this Section 29(c) and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of TLO’s invoice therefor, or, if appropriate, TLO shall pay TRMC the excess of the estimate paid by TRMC over TLO’s actual costs as previously described within thirty (30) days after completion of the Restoration.

Capacity Resolution. In the event of the failure of TLO to maintain any Terminal in a condition and with a capacity sufficient to throughput a volume of TRMC’s Tesoro's Products equal to the respective Stipulated Volume for such Terminal, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ ' advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on the Terminal which will, among other things, specify steps to be taken by TLO to fully accomplish Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal industry standards and shall take into consideration TLO’s 's economic considerations relating to costs of the repairs and TRMC’s Tesoro's requirements concerning its refining and marketing operations. TLO shall use commercially reasonable efforts to continue to provide storage and throughput of TRMC’s Tesoro's Products at the affected Terminal, to the extent the Terminal has capability of doing so, during the period before Restoration is completed. In the event that TRMC’s Tesoro's economic considerations justify incurring additional costs to restore the Terminal in a more expedited manner than the time schedule determined in accordance with the preceding sentence, TRMC Tesoro may require TLO to expedite the Restoration to the extent reasonably possible, subject to TRMC’s Tesoro's payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan in which TRMC Tesoro agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement in connection with a Force Majeurepursuant to Section 31 above, so long as such Restoration is completed with due diligence, and TRMC Tesoro shall pay its portion of the Restoration costs to TLO in advance based on an estimate based on reasonable engineering standards promulgated by the Association for Facilities Engineering. Upon completion, TRMC Tesoro shall pay the difference between the actual portion of Restoration costs to be paid by TRMC Tesoro pursuant to this Section 29(c32(c) and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of TLO’s 's invoice therefor, or, if appropriate, TLO shall pay TRMC Tesoro the excess of the estimate paid by TRMC Tesoro over TLO’s 's actual costs as previously described within thirty (30) days after completion of the Restoration.

Capacity Resolution. In the event of the failure of TLO to maintain the Wharf, any Terminal Pipeline or Tank in a condition and with a capacity sufficient to throughput and store a volume of TRMC’s 's Products equal to the respective Stipulated Volume for such Terminalits current Operating Capacity, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ ' advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter definedas defined below). At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on the Terminal Wharf, Pipeline or Tank which will, among other things, specify steps to be taken by TLO to fully accomplish Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal industry standards and shall take into consideration TLO’s 's economic considerations relating to costs of the repairs and TRMC’s 's requirements concerning its refining and marketing operations. TLO shall use commercially reasonable efforts to continue to provide storage and throughput of TRMC’s 's Products at the affected TerminalWharf, Pipelines and Storage Facility, to the extent the Terminal has Wharf, Pipelines and Storage Facility have capability of doing so, during the period before Restoration is completed; provided, however, that the Throughput and Tankage Fee shall be reduced to account for the reduced Operating Capacity until such Restoration is complete. In the event that TRMC’s 's economic considerations justify incurring additional costs to restore the Terminal Wharf, Pipeline or Tank in a more expedited manner than the time schedule determined in accordance with the preceding sentencesentences, TRMC may require TLO to expedite the Restoration to the extent reasonably possible, subject to TRMC’s 's payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event that the Operating Capacity of a Tank is reduced, and the Parties agree that the Restoration of such Tank to its full Operating Capacity is not justified under the standards set forth in the preceding sentences, then the Parties shall negotiate an appropriate adjustment to the Throughput and Tankage Fees to account for the reduced Operating Capacity available for TRMC's use. In the event the Parties agree to an expedited Restoration plan in which TRMC agrees to fund a portion of the Restoration costcost or a reduced Throughput and Tankage Fee, then neither Party shall have the right to terminate this Agreement in connection with pursuant to Section 20 below as a Force Majeureresult of the events necessitating the Restoration contemplated by this Section 6(e), so long as any such Restoration is completed with due diligence, and . TRMC shall pay its portion of the Restoration costs to TLO in advance based on an estimate based on reasonable engineering standards promulgated by the Association for Facilities Engineering. Upon completion, TRMC shall pay the difference between the actual portion of Restoration costs to be paid by TRMC pursuant to this Section 29(c6(e) and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of TLO’s 's invoice therefor, or, if appropriate, TLO shall pay TRMC the excess of the estimate paid by TRMC over TLO’s 's actual costs as previously described within thirty (30) days after completion of the Restoration.. (f)

Capacity Resolution. In the event of the failure of TLO Provider to maintain any Terminal in a condition and with a capacity sufficient to throughput a volume of TRMC’s Products equal to the respective Stipulated Volume for such TerminalLAR Interconnecting Pipelines at its Dedicated Capacity, then either Party shall have the right to call a meeting between executives of both Parties by providing at least two (2) Business Days’ advance written notice. Any such meeting shall be held at a mutually agreeable location and will be attended by executives of both Parties each having sufficient authority to commit his or her respective Party to a Capacity Resolution (hereinafter defined)Resolution. At the meeting, the Parties will negotiate in good faith with the objective of reaching a joint resolution for the Restoration of capacity on the Terminal affected portion of the LAR Interconnecting Pipelines which will, among other things, specify steps to be taken by TLO Provider to fully accomplish Restoration and the deadlines by which the Restoration must be completed (the “Capacity Resolution”). Without limiting the generality of the foregoing, the Capacity Resolution shall set forth an agreed upon time schedule for the Restoration activities. Such time schedule shall be reasonable under the circumstances, consistent with customary terminal pipeline transportation industry standards and shall take into consideration TLOProvider’s economic considerations relating to costs of the repairs and TRMCCustomer’s requirements concerning its refining and marketing operations. TLO shall use commercially reasonable efforts to continue to provide storage and throughput the operation of TRMC’s Products at the affected Terminal, to the extent the Terminal has capability of doing so, during the period before Restoration is completedRefinery. In the event that TRMCCustomer’s economic considerations justify incurring additional costs to restore the Terminal LAR Interconnecting Pipelines in a more expedited manner than the time schedule determined in accordance with the preceding sentence, TRMC Customer may require TLO Provider to expedite the Restoration to the extent reasonably possible, subject to TRMCCustomer’s payment, in advance, of the estimated incremental costs to be incurred as a result of the expedited time schedule. In the event the Parties agree to an expedited Restoration plan in which TRMC wherein Customer agrees to fund a portion of the Restoration cost, then neither Party shall have the right to terminate this Agreement in connection with a Force Majeure, Majeure so long as such Restoration is completed with due diligence, and TRMC Customer shall pay its such portion of the Restoration costs to TLO Provider in advance based on an estimate based on conforming to reasonable engineering standards promulgated by the Association for Facilities Engineeringapplicable to petroleum products pipelines, as applicable. Upon completion, TRMC Customer shall pay the difference between the actual portion of Restoration costs to be paid by TRMC Customer pursuant to this Section 29(c14(c) and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of TLOProvider’s invoice therefor, or, if appropriate, TLO Provider shall pay TRMC Customer the excess of the estimate paid by TRMC Customer over TLOProvider’s actual costs as previously described within thirty (30) days after completion of the Restoration.