Common use of Pipelines and Terminals Agreement Clause in Contracts

Pipelines and Terminals Agreement. Administrative Agent recognizes and confirms that the Pipelines and Terminals Agreement, and the rights and interests of Alon thereunder, shall in no way be restricted, limited or otherwise affected by this Agreement, the Alon Mortgage, the Senior Mortgage, any Future Senior Mortgage, the Security Instruments or any liens or security interests thereof; provided, however, that, Alon agrees that nothing in the Pipelines and Terminals Agreement shall (a) prevent any Purchaser or subsequent purchaser from owning or operating the Mortgaged Property, so long as such Purchaser or subsequent purchaser shall have assumed, and be in compliance with, HEP’s obligations under the Pipelines and Terminals Agreement and shall have executed an “SNDA” as defined in, and in accordance with, Article 6 of the Alon Mortgage, or (b) be deemed to invalidate or require the release of any Senior Beneficiary’s liens in the Mortgaged Property in connection with the exercise by Alon of a purchase option under the Pipelines and Terminals Agreement or otherwise. Administrative Agent, both for itself and for any Purchaser, further agrees that upon any Foreclosure Event, the Pipelines and Terminals Agreement shall not be terminated or affected thereby, nor shall Alon’s right to ship or store petroleum products through the pipelines or in the terminals, respectively, constituting a portion of the Property in accordance with the provisions of the Pipelines and Terminals Agreement (or any other rights of Alon under the Pipelines and Terminals Agreement) be affected or disturbed because of the Foreclosure Event, but rather the Pipelines and Terminals Agreement shall continue in full force and effect as direct obligations between the Purchaser and Alon, upon all of the terms, covenants and conditions set forth in the Pipelines and Terminals Agreement. Neither Administrative Agent nor any Purchaser shall name Alon as a party in any foreclosure or other proceeding relating to the Senior Mortgage or Notes, and neither Administrative Agent nor any Purchaser shall claim, or seek adjudication, that the Pipelines and Terminals Agreement has been terminated or otherwise adversely affected by any Foreclosure Event. Notwithstanding the foregoing, in the event that the Pipelines and Terminals Agreement is rejected in bankruptcy or is otherwise terminated, the Purchaser shall, promptly upon request by Alon, enter into a pipelines and terminals agreement with Alon on substantially the same terms (and with tariffs and minimum volumes commensurate with those then applicable under the Pipelines and Terminals Agreement) and conditions as the rejected or terminated Pipelines and Terminals Agreement, but having a term commencing on the date on which Purchaser acquired title to any portion of the Property. The immediately preceding sentence shall be deemed to be a covenant running with the land and shall be binding on any person or entity that acquires title to all or party of the Property by, through or under the Senior Mortgage.

Pipelines and Terminals Agreement. Administrative Agent recognizes and confirms that the Pipelines and Terminals Agreement, and the rights and interests of Alon thereunder, shall in no way be restricted, limited or otherwise affected by this Agreement, the Alon Mortgage, the Senior Mortgage, any Future Senior Mortgage, the Security Instruments or any liens or security interests thereof; provided, however, that, Alon A▇▇▇ agrees that nothing in the Pipelines and Terminals Agreement shall (a) prevent any Purchaser or subsequent purchaser from owning or operating the Mortgaged Property, so long as such Purchaser or subsequent purchaser shall have assumed, and be in compliance with, HEP’s obligations under the Pipelines and Terminals Agreement and shall have executed an “SNDA” as defined in, and in accordance with, Article 6 of the Alon Mortgage, or (b) be deemed to invalidate or require the release of any Senior Beneficiary’s liens in the Mortgaged Property in connection with the exercise by Alon of a purchase option under the Pipelines and Terminals Agreement or otherwise. Administrative Agent, both for itself and for any Purchaser, further agrees that upon any Foreclosure Event, the Pipelines and Terminals Agreement shall not be terminated or affected thereby, nor shall Alon’s right to ship or store petroleum products through the pipelines or in the terminals, respectively, constituting a portion of the Property in accordance with the provisions of the Pipelines and Terminals Agreement (or any other rights of Alon under the Pipelines and Terminals Agreement) be affected or disturbed because of the Foreclosure Event, but rather the Pipelines and Terminals Agreement shall continue in full force and effect as direct obligations between the Purchaser and Alon, upon all of the terms, covenants and conditions set forth in the Pipelines and Terminals Agreement. Neither Administrative Agent nor any Purchaser shall name Alon as a party in any foreclosure or other proceeding relating to the Senior Mortgage or Notes, and neither Administrative Agent nor any Purchaser shall claim, or seek adjudication, that the Pipelines and Terminals Agreement has been terminated or otherwise adversely affected by any Foreclosure Event. Notwithstanding the foregoing, in the event that the Pipelines and Terminals Agreement is rejected in bankruptcy or is otherwise terminated, the Purchaser shall, promptly upon request by Alon, enter into a pipelines and terminals agreement with Alon on substantially the same terms (and with tariffs and minimum volumes commensurate with those then applicable under the Pipelines and Terminals Agreement) and conditions as the rejected or terminated Pipelines and Terminals Agreement, but having a term commencing on the date on which Purchaser acquired title to any portion of the Property. The immediately preceding sentence shall be deemed to be a covenant running with the land and shall be binding on any person or entity that acquires title to all or party of the Property by, through or under the Senior Mortgage.

Pipelines and Terminals Agreement. Administrative Agent recognizes and confirms that the Pipelines and Terminals Agreement, and the rights and interests of Alon thereunder, shall in no way be restricted, limited or otherwise affected by this Agreement, the Alon MortgageDeed of Trust, the Senior Mortgage, any Future Senior Mortgage, the Security Instruments or any liens or security interests thereof; provided, however, that, Alon Beneficiary agrees that nothing in the Pipelines and Terminals Agreement shall (a) prevent any Purchaser or subsequent purchaser from owning or operating the Mortgaged Property, so long as such Purchaser or subsequent purchaser shall have assumed, and be in compliance with, HEP’s obligations under the Pipelines and Terminals Agreement and shall have executed an “SNDA” as defined in, and in accordance with, Article 6 of the Alon MortgageDeed of Trust, or (b) be deemed to invalidate or require the release of any Senior Beneficiary’s liens in the Mortgaged Property in connection with the exercise by Alon of a purchase option under the Pipelines and Terminals Agreement or otherwise. Administrative Agent, both for itself and for any Purchaser, further agrees that upon any Foreclosure Event, the Pipelines and Terminals Agreement shall not be terminated or affected thereby, nor shall Alon’s right to ship or store petroleum products through the pipelines or in the terminals, respectively, constituting a portion of the Property in accordance with the provisions of the Pipelines and Terminals Agreement (or any other rights of Alon under the Pipelines and Terminals Agreement) be affected or disturbed because of the Foreclosure Event, but rather the Pipelines and Terminals Agreement shall continue in full force and effect as direct obligations between the Purchaser and Alon, upon all of the terms, covenants and conditions set forth in the Pipelines and Terminals Agreement. Neither Administrative Agent nor any Purchaser shall name Alon as a party in any foreclosure or other proceeding relating to the Senior Mortgage or Notes, and neither Administrative Agent nor any Purchaser shall claim, or seek adjudication, that the Pipelines and Terminals Agreement has been terminated or otherwise adversely affected by any Foreclosure Event. Notwithstanding the foregoing, in the event that the Pipelines and Terminals Agreement is rejected in bankruptcy or is otherwise terminated, the Purchaser shall, promptly upon request by Alon, enter into a pipelines and terminals agreement with Alon on substantially the same terms (and with tariffs and minimum volumes commensurate with those then applicable under the Pipelines and Terminals Agreement) and conditions as the rejected or terminated Pipelines and Terminals Agreement, but having a term commencing on the date on which Purchaser acquired title to any portion of the Property. The immediately preceding sentence shall be deemed to be a covenant running with the land and shall be binding on any person or entity that acquires title to all or party of the Property by, through or under the Senior Mortgage.