Common use of Nature of the Relationship Clause in Contracts

Nature of the Relationship. (a) Except as provided herein, this Agreement shall not in any manner limit the Parties in carrying on their respective separate businesses or operations or impose upon any Party a fiduciary duty vis-à-vis the other Party. (b) Delek Refining and Delek Marketing recognize that portions of each of their respective businesses and operations are conducted within the Refinery Site, and that necessary interactions result from such proximity. The respective businesses and operations of Delek Refining and Delek Marketing will be managed and conducted by them, as independent companies, and each may act and conduct its business and operations independently wherever possible. Further, Delek Refining and Delek Marketing recognize their mutual responsibility to support the capability of each other to continue to conduct their respective businesses and operations for routine and non-routine activities (including, but not limited to, start-ups, shut downs, turnarounds, emergencies and other infrequent events). (c) Notwithstanding the foregoing, nothing in this Agreement and no actions taken by the Parties shall constitute a partnership, joint venture, association or other co-operative entity among the Parties or authorize either Party to represent or contract on behalf of the other HOU03:1337007 6 Party. Delek Refining, as the supplier of the SUMF Items, is acting solely as an independent contractor and is not an agent of Delek Marketing. The provision of the SUMF Items hereunder shall be under the sole supervision, control and direction of Delek Refining and not Delek Marketing. (d) Notwithstanding Delek Marketing’s obligation to maintain and operate the Relevant Assets and Additional Improvements and comply with Applicable Law, Delek Refining and Delek Marketing acknowledge that Delek Refining shall, as required by any applicable Governmental Authorities, maintain air quality and other environmental permits in its name. Consequently and also for the ease of administration, Delek Refining shall maintain in its name the air quality permits and other authorizations applicable to all, or part of, the Relevant Assets and Additional Improvements and shall be responsible for making any reports or other notifications to Governmental Authorities pursuant to such permits or Applicable Laws; provided that upon Delek Refining’s written request Delek Marketing shall apply for, obtain and maintain any such permits in its name. Nothing in this Agreement shall reduce Delek Marketing’s obligations under Applicable Laws with respect to the Relevant Assets and Additional Improvements. ARTICLE 3 PROVISION OF SUMF ITEMS 3.1 Provision of SUMF Items. (a) During the Term of this Agreement, Delek Refining shall make available and provide to Delek Marketing, in accordance with the terms and conditions of this Agreement, the SUMF Items described more fully on Exhibit A to this Agreement for use by Delek Marketing and any of its Affiliates and agents in connection with Delek Marketing’s ownership, operation and maintenance of the Relevant Assets and any Additional Improvements. (b) If Delek Marketing reasonably believes in good faith that a SUMF Item provided is not of the quality or quantity necessary to operate and maintain the Relevant Assets and any Additional Improvements as currently operated and maintained, Delek Marketing may deliver written notice of such claim. If Delek Refining does not reasonably satisfy Delek Marketing’s claim pursuant to the foregoing sentence within 30 days after receipt of such notice (or if such claim is of a nature that cannot be resolved within 30 days, if Delek Refining does not commence to satisfy such claim within 30 days after receipt of such notice and thereafter diligently pursue satisfying such claim to completion), then Delek Marketing may reject such SUMF Item and submit a proposal to Delek Refining to reduce the amount of the Annual Service Fee in accordance with Section 4.3. If Delek Refining refuses to reduce the Annual Service Fee, the Dispute shall be resolved in accordance with the provisions of Article 9. If Delek Marketing reasonably believes in good faith that a SUMF Item provided is not of the quality or quantity necessary to prevent imminent damage to person or property, or that such deficiency will cause Delek Marketing to cease operating any tanks on the Premises, then Delek Marketing may obtain such SUMF Items as it reasonably deems necessary to remedy such deficiency, and may offset the cost of the same against subsequent Annual Service Fees. Delek Marketing shall have the right to access the Refinery Site to put such SUMF Items in service, so long as the same does not materially interfere with Delek Refining’s operation of the Refinery Site. HOU03:1337007 7 (c) Delek Refining shall notify Delek Marketing as soon as practicable of any actual or anticipated changes in the character of any SUMF Item or any actual or anticipated interruptions, shut-downs, turnarounds or similar events that may adversely affect the provision of any SUMF Item. (d) Delek Refining shall provide all SUMF Items and perform all services hereunder in accordance with Standard Operating Practice. The provision of all SUMF Items and services hereunder shall be on a non-discriminatory basis comparable to that provided or performed by Delek Refining with respect to its own business at the Refinery Site unless otherwise specified herein. 3.2

Nature of the Relationship. (a) Except as provided herein, this Agreement shall not in any manner limit the Parties in carrying on their respective separate businesses or operations or impose upon any Party a fiduciary duty vis-à-vis the other Party. (b) Delek Refining Lion and Delek Marketing Logistics recognize that portions of each of their respective businesses and operations are conducted within the Refinery Site, and that necessary interactions result from such proximity. The respective businesses and operations of Delek Refining Lion and Delek Marketing Logistics will be managed and conducted by them, as independent companies, and each may act and conduct its business and operations independently wherever possible. Further, Delek Refining Lion and Delek Marketing Logistics recognize their mutual responsibility to support the capability of each other to continue to conduct their respective businesses and operations for routine and non-routine activities (including, but not limited to, start-ups, shut downs, turnarounds, emergencies and other infrequent events). (c) Notwithstanding the foregoing, nothing in this Agreement and no actions taken by the Parties shall constitute a partnership, joint venture, association or other co-operative entity among the Parties or authorize either Party to represent or contract on behalf of the other HOU03:1337007 6 Party. Delek RefiningLion, as the supplier of the SUMF Items, is acting solely as an independent contractor and is not an agent of Delek MarketingLogistics. The provision of the SUMF Items hereunder shall be under the sole supervision, control and direction of Delek Refining Lion and not Delek MarketingLogistics. (d) Notwithstanding Delek Marketing’s Logistics’ obligation to maintain and operate the Relevant Assets and Additional Improvements and comply with Applicable Law, Delek Refining Lion and Delek Marketing Logistics acknowledge that Delek Refining Lion shall, as required by any applicable Governmental Authorities, maintain air quality and other environmental permits in its name. Consequently and also for the ease of administration, Delek Refining Lion shall maintain in its name the air quality and other environmental permits and other authorizations applicable to all, or part of, the Relevant Assets and Additional Improvements and shall be responsible for making any reports or other notifications to Governmental Authorities pursuant to such permits or Applicable Laws; provided that upon Delek RefiningLion’s written request Delek Marketing Logistics shall apply for, obtain and maintain any such permits in its name. Nothing in this Agreement shall reduce Delek Marketing’s Logistics’ obligations under Applicable Laws with respect to the Relevant Assets and Additional Improvements. 7 ARTICLE 3 PROVISION OF SUMF ITEMS 3.1 Provision of SUMF Items. (a) During the Term of this Agreement, Delek Refining shall make available and provide to Delek Marketing, in accordance with the terms and conditions of this Agreement, the SUMF Items described more fully on Exhibit A to this Agreement for use by Delek Marketing and any of its Affiliates and agents in connection with Delek Marketing’s ownership, operation and maintenance of the Relevant Assets and any Additional Improvements. (b) If Delek Marketing reasonably believes in good faith that a SUMF Item provided is not of the quality or quantity necessary to operate and maintain the Relevant Assets and any Additional Improvements as currently operated and maintained, Delek Marketing may deliver written notice of such claim. If Delek Refining does not reasonably satisfy Delek Marketing’s claim pursuant to the foregoing sentence within 30 days after receipt of such notice (or if such claim is of a nature that cannot be resolved within 30 days, if Delek Refining does not commence to satisfy such claim within 30 days after receipt of such notice and thereafter diligently pursue satisfying such claim to completion), then Delek Marketing may reject such SUMF Item and submit a proposal to Delek Refining to reduce the amount of the Annual Service Fee in accordance with Section 4.3. If Delek Refining refuses to reduce the Annual Service Fee, the Dispute shall be resolved in accordance with the provisions of Article 9. If Delek Marketing reasonably believes in good faith that a SUMF Item provided is not of the quality or quantity necessary to prevent imminent damage to person or property, or that such deficiency will cause Delek Marketing to cease operating any tanks on the Premises, then Delek Marketing may obtain such SUMF Items as it reasonably deems necessary to remedy such deficiency, and may offset the cost of the same against subsequent Annual Service Fees. Delek Marketing shall have the right to access the Refinery Site to put such SUMF Items in service, so long as the same does not materially interfere with Delek Refining’s operation of the Refinery Site. HOU03:1337007 7 (c) Delek Refining shall notify Delek Marketing as soon as practicable of any actual or anticipated changes in the character of any SUMF Item or any actual or anticipated interruptions, shut-downs, turnarounds or similar events that may adversely affect the provision of any SUMF Item. (d) Delek Refining shall provide all SUMF Items and perform all services hereunder in accordance with Standard Operating Practice. The provision of all SUMF Items and services hereunder shall be on a non-discriminatory basis comparable to that provided or performed by Delek Refining with respect to its own business at the Refinery Site unless otherwise specified herein. 3.23.1

Nature of the Relationship. (a) Except as provided herein, this Agreement shall not in any manner limit the Parties in carrying on their respective separate businesses or operations or impose upon any Party a fiduciary duty vis-à-vis the other Party. (b) Delek Refining Lion and Delek Marketing Logistics recognize that portions of each of their respective businesses and operations are conducted within the Refinery Site, and that necessary interactions result from such proximity. The respective businesses and operations of Delek Refining Lion and Delek Marketing Logistics will be managed and conducted by them, as independent companies, and each may act and conduct its business and operations independently wherever possible. Further, Delek Refining Lion and Delek Marketing Logistics recognize their mutual responsibility to support the capability of each other to continue to conduct their respective businesses and operations for routine and non-routine activities (including, but not limited to, start-ups, shut downs, turnarounds, emergencies and other infrequent events). 6 (c) Notwithstanding the foregoing, nothing in this Agreement and no actions taken by the Parties shall constitute a partnership, joint venture, association or other co-operative entity among the Parties or authorize either Party to represent or contract on behalf of the other HOU03:1337007 6 Party. Delek RefiningLion, as the supplier of the SUMF Items, is acting solely as an independent contractor and is not an agent of Delek MarketingLogistics. The provision of the SUMF Items hereunder shall be under the sole supervision, control and direction of Delek Refining Lion and not Delek MarketingLogistics. (d) Notwithstanding Delek Marketing’s Logistics’ obligation to maintain and operate the Relevant Assets and Additional Improvements and comply with Applicable Law, Delek Refining Lion and Delek Marketing Logistics acknowledge that Delek Refining Lion shall, as required by any applicable Governmental Authorities, maintain air quality and other environmental permits in its name. Consequently and also for the ease of administration, Delek Refining Lion shall maintain in its name the air quality and other environmental permits and other authorizations applicable to all, or part of, the Relevant Assets and Additional Improvements and shall be responsible for making any reports or other notifications to Governmental Authorities pursuant to such permits or Applicable Laws; provided that upon Delek RefiningLion’s written request Delek Marketing Logistics shall apply for, obtain and maintain any such permits in its name. Nothing in this Agreement shall reduce Delek Marketing’s Logistics’ obligations under Applicable Laws with respect to the Relevant Assets and Additional Improvements. ARTICLE 3 PROVISION OF SUMF ITEMS 3.1 Provision of SUMF Items. (a) During the Term of this Agreement, Delek Refining shall make available and provide to Delek Marketing, in accordance with the terms and conditions of this Agreement, the SUMF Items described more fully on Exhibit A to this Agreement for use by Delek Marketing and any of its Affiliates and agents in connection with Delek Marketing’s ownership, operation and maintenance of the Relevant Assets and any Additional Improvements. (b) If Delek Marketing reasonably believes in good faith that a SUMF Item provided is not of the quality or quantity necessary to operate and maintain the Relevant Assets and any Additional Improvements as currently operated and maintained, Delek Marketing may deliver written notice of such claim. If Delek Refining does not reasonably satisfy Delek Marketing’s claim pursuant to the foregoing sentence within 30 days after receipt of such notice (or if such claim is of a nature that cannot be resolved within 30 days, if Delek Refining does not commence to satisfy such claim within 30 days after receipt of such notice and thereafter diligently pursue satisfying such claim to completion), then Delek Marketing may reject such SUMF Item and submit a proposal to Delek Refining to reduce the amount of the Annual Service Fee in accordance with Section 4.3. If Delek Refining refuses to reduce the Annual Service Fee, the Dispute shall be resolved in accordance with the provisions of Article 9. If Delek Marketing reasonably believes in good faith that a SUMF Item provided is not of the quality or quantity necessary to prevent imminent damage to person or property, or that such deficiency will cause Delek Marketing to cease operating any tanks on the Premises, then Delek Marketing may obtain such SUMF Items as it reasonably deems necessary to remedy such deficiency, and may offset the cost of the same against subsequent Annual Service Fees. Delek Marketing shall have the right to access the Refinery Site to put such SUMF Items in service, so long as the same does not materially interfere with Delek Refining’s operation of the Refinery Site. HOU03:1337007 7 (c) Delek Refining shall notify Delek Marketing as soon as practicable of any actual or anticipated changes in the character of any SUMF Item or any actual or anticipated interruptions, shut-downs, turnarounds or similar events that may adversely affect the provision of any SUMF Item. (d) Delek Refining shall provide all SUMF Items and perform all services hereunder in accordance with Standard Operating Practice. The provision of all SUMF Items and services hereunder shall be on a non-discriminatory basis comparable to that provided or performed by Delek Refining with respect to its own business at the Refinery Site unless otherwise specified herein. 3.23.1

Nature of the Relationship. (a) Except as provided herein, this Agreement shall not in any manner limit the Parties in carrying on their respective separate businesses or operations or impose upon any Party a fiduciary duty vis-à-vis the other Party. (b) Delek Refining and Delek Marketing recognize that portions of each of their respective businesses and operations are conducted within the Refinery Site, and that necessary interactions result from such proximity. The respective businesses and operations of Delek Refining and Delek Marketing will be managed and conducted by them, as independent companies, and each may act and conduct its business and operations independently wherever possible. Further, Delek Refining and Delek Marketing recognize their mutual responsibility to support the capability of each other to continue to conduct their respective businesses and operations for routine and non-routine activities (including, but not limited to, start-ups, shut downs, turnarounds, emergencies and other infrequent events). (c) Notwithstanding the foregoing, nothing in this Agreement and no actions taken by the Parties shall constitute a partnership, joint venture, association or other co-operative entity among the Parties or authorize either Party to represent or contract on behalf of the other HOU03:1337007 6 Party. Delek Refining, as the supplier of the SUMF Items, is acting solely as an independent contractor and is not an agent of Delek Marketing. The provision of the SUMF Items hereunder shall be under the sole supervision, control and direction of Delek Refining and not Delek Marketing. (d) Notwithstanding Delek Marketing’s obligation to maintain and operate the Relevant Assets and Additional Improvements and comply with Applicable Law, Delek Refining and Delek Marketing acknowledge that Delek Refining shall, as required by any applicable Governmental Authorities, maintain air quality and other environmental permits in its name. Consequently and also for the ease of administration, Delek Refining shall maintain in its name the air quality and other environmental permits and other authorizations applicable to all, or part of, the Relevant Assets and Additional Improvements and shall be responsible for making any reports or other notifications to Governmental Authorities pursuant to such permits or Applicable Laws; provided that upon Delek Refining’s written request Delek Marketing shall apply for, obtain and maintain any such permits in its name. Nothing in this Agreement shall reduce Delek Marketing’s obligations under Applicable Laws with respect to the Relevant Assets and Additional Improvements. 7 ARTICLE 3 PROVISION OF SUMF ITEMS 3.1 Provision of SUMF Items. (a) During the Term of this Agreement, Delek Refining shall make available and provide to Delek Marketing, in accordance with the terms and conditions of this Agreement, the SUMF Items described more fully on Exhibit A to this Agreement for use by Delek Marketing and any of its Affiliates and agents in connection with Delek Marketing’s ownership, operation and maintenance of the Relevant Assets and any Additional Improvements. (b) If Delek Marketing reasonably believes in good faith that a SUMF Item provided is not of the quality or quantity necessary to operate and maintain the Relevant Assets and any Additional Improvements as currently operated and maintained, Delek Marketing may deliver written notice of such claim. If Delek Refining does not reasonably satisfy Delek Marketing’s claim pursuant to the foregoing sentence within 30 days after receipt of such notice (or if such claim is of a nature that cannot be resolved within 30 days, if Delek Refining does not commence to satisfy such claim within 30 days after receipt of such notice and thereafter diligently pursue satisfying such claim to completion), then Delek Marketing may reject such SUMF Item and submit a proposal to Delek Refining to reduce the amount of the Annual Service Fee in accordance with Section 4.3Fee. If Delek Refining refuses to reduce the Annual Service Fee, the Dispute shall be resolved in accordance with the provisions of Article 9. If Delek Marketing reasonably believes in good faith that a SUMF Item provided is not of the quality or quantity necessary to prevent imminent damage to person or property, or that such deficiency will cause Delek Marketing to cease operating any tanks on the PremisesPremises (a “SUMF Failure”), then (i) Delek Marketing may obtain such SUMF Items as it reasonably deems necessary to remedy such deficiency, and may offset the cost of the same against subsequent Annual Service FeesFees or (ii) if Delek Marketing reasonably believes in good faith that such SUMF Item cannot be obtained on commercially reasonable terms, Delek Marketing will be entitled to liquidated damages from Delek Refining in an amount equal to any reduction in the Storage Fee in the Tankage (as defined in the Tankage Agreement) pursuant to Section 8(c) of the Tankage Agreement caused by the SUMF Failure. Delek Marketing shall have the right to access the Refinery Site to put such SUMF Items in service, so long as the same does not materially interfere with Delek Refining’s operation of the Refinery Site. HOU03:1337007 7 (c) Delek Refining shall notify Delek Marketing as soon as practicable of any actual or anticipated changes in the character of any SUMF Item or any actual or anticipated interruptions, shut-downs, turnarounds or similar events that may adversely affect the provision of any SUMF Item. (d) Delek Refining shall provide all SUMF Items and perform all services hereunder in accordance with Standard Operating Practice. The provision of all SUMF Items and services hereunder shall be on a non-discriminatory basis comparable to that provided or performed by Delek Refining with respect to its own business at the Refinery Site unless otherwise specified herein. 8 3.2