Common use of Post-Commencement Date Undertakings Clause in Contracts

Post-Commencement Date Undertakings. From and after the Commencement Date, the Company may endeavor to negotiate and implement designations and other binding contractual arrangements, in form and substance reasonably satisfactory to ▇▇▇▇, pursuant to which the Company may transfer and assign to ▇▇▇▇ the Company’s (or its Affiliates’) right to use any storage or transportation facility as may hereafter be identified by the Company; provided that (i) upon and concurrently with implementing any such assignment, designation or arrangement, any such storage or transportation facility shall be added to the appropriate Schedule hereto as an additional Included Crude Tank, Included Product Tank or Included Product Pipeline, as applicable, and such assignment, designation or arrangement shall constitute a Required Storage and Transportation Arrangement hereunder; (ii) to the extent requested by ▇▇▇▇, the Parties shall amend the Company Inventory Sales Agreement and any other applicable Transaction Document to include any inventory transferred to ▇▇▇▇ as a result of such assignment, designation or arrangement; and (iii) without limiting the generality of the foregoing, the addition of an Included Location shall be subject to satisfaction of Aron’s Policies and Procedures (as defined in Section 14.4(a) below), which shall be applied in a nondiscriminatory manner as provided in Section 14.4(b)(i) below. In addition, if the relevant storage or transportation facility fails to satisfy Aron’s Policies and Procedures, then, upon the Company’s request, ▇▇▇▇ shall consult with the Company in good faith to determine whether based on further information provided by the Company such storage or transportation facility complies with Aron’s Policies and Procedures and/or whether additional actions or procedures can be taken or implemented so that, as a result, such storage or transportation facility would comply with Aron’s Policies and Procedures and, based on such further information and/or the implementation of such additional actions or procedures, ▇▇▇▇ will from time to time reconsider whether such storage or transportation facility satisfies clause (iii) above.

Post-Commencement Date Undertakings. (a) From and after the Commencement Date, the Company may endeavor to negotiate and implement designations and other binding contractual arrangements, in form and substance reasonably satisfactory to ▇A▇▇▇, pursuant to which the Company may transfer and assign to ▇A▇▇▇ the Company’s 's (or its Affiliates’') right to use any Available Storage or Transportation Facility that has not previously been included as an Included Location or such other storage or transportation facility as may hereafter be identified by the Company; provided that (ia) upon and concurrently with implementing any such assignment, designation or arrangement, any such storage Available Storage or transportation facility Transportation Facility shall be added to the appropriate Schedule hereto as an additional Included Crude Tank, Included Product Tank Pipeline or Included Product Pipeline, as applicable, Pipeline and such assignment, designation or arrangement shall constitute a Required Storage and Transportation Arrangement hereunder; hereunder and (iib) to the extent requested by ▇A▇▇▇, the Parties Company shall amend cause ARKS to enter into an amendment to the Company Inventory Sales Agreement and any other applicable Transaction Document to include any inventory transferred to ▇A▇▇▇ as a result of such assignment, designation or arrangement; . (b) From and after the Commencement Date, the Company will cooperate with A▇▇▇ to cause to be prepared, executed and filed, in such jurisdictions as A▇▇▇ shall d▇▇▇ necessary or appropriate, UCC-1 financing statements reflecting A▇▇▇ as owner of all Crude Oil in the Crude Storage Tanks and all Products in the Product Storage Tanks. NY2-683668 The Company shall execute and deliver to A▇▇▇, and the Company hereby authorizes A▇▇▇ to file (iii) with or without the Company's signature), at any time and from time to time, all such financing statements, amendments to financing statements, continuation financing statements, termination statements, relating to such Crude Oil and Products, and other documents and instruments, all in form satisfactory to A▇▇▇, as A▇▇▇ may request, to confirm Aron's ownership of such Crude Oil and Products and to otherwise and to accomplish the purposes of this Agreement. Without limiting the generality of the foregoing, the addition of an Included Location shall be subject to satisfaction of Aron’s Policies Company ratifies and Procedures (as defined in Section 14.4(a) below), which shall be applied in a nondiscriminatory manner as provided in Section 14.4(b)(i) below. In addition, if authorizes the relevant storage or transportation facility fails to satisfy Aron’s Policies and Procedures, then, upon the Company’s request, ▇filing by A▇▇▇ shall consult with of any financing statements filed prior to the Company in good faith to determine whether based on further information provided by the Company such storage or transportation facility complies with Aron’s Policies and Procedures and/or whether additional actions or procedures can be taken or implemented so that, as a result, such storage or transportation facility would comply with Aron’s Policies and Procedures and, based on such further information and/or the implementation of such additional actions or procedures, ▇▇▇▇ will from time to time reconsider whether such storage or transportation facility satisfies clause (iii) aboveCommencement Date.

Post-Commencement Date Undertakings. (a) From and after the Commencement Date, the Company may endeavor to negotiate and implement designations and other binding contractual arrangements, in form and substance reasonably satisfactory to ▇▇▇▇, pursuant to which the Company may transfer and assign to ▇▇▇▇ the Company’s (or its Affiliates’) right to use any Available Storage or Transportation Facility that has not previously been included as an Included Location or such other storage or transportation facility as may hereafter be identified by the Company; provided that (ia) upon and concurrently with implementing any such assignment, designation or arrangement, any such storage Available Storage or transportation facility Transportation Facility shall be added to the appropriate Schedule hereto as an additional Included Crude Tank, Included Product Tank Pipeline or Included Product Pipeline, as applicable, Pipeline and such assignment, designation or arrangement shall constitute a Required Storage and Transportation Arrangement hereunder; hereunder and (iib) to the extent requested by ▇▇▇▇, the Parties Company shall amend cause ARKS to enter into an amendment to the Company Inventory Sales Agreement and any other applicable Transaction Document to include any inventory transferred to ▇▇▇▇ as a result of such assignment, designation or arrangement; . (b) From and after the Commencement Date, the Company will cooperate with ▇▇▇▇ to cause to be prepared, executed and filed, in such jurisdictions as ▇▇▇▇ shall ▇▇▇▇ necessary or appropriate, UCC-1 financing statements reflecting ▇▇▇▇ as owner of all Crude Oil in the Crude Storage Tanks and all Products in the Product Storage Tanks. The Company shall execute and deliver to ▇▇▇▇, and the Company hereby authorizes ▇▇▇▇ to file (iii) with or without the Company’s signature), at any time and from time to time, all such financing statements, amendments to financing statements, continuation financing statements, termination statements, relating to such Crude Oil and Products, and other documents and instruments, all in form satisfactory to ▇▇▇▇, as ▇▇▇▇ may request, to confirm Aron’s ownership of such Crude Oil and Products and to otherwise and to accomplish the purposes of this Agreement. Without limiting the generality of the foregoing, the addition of an Included Location shall be subject to satisfaction of Aron’s Policies Company ratifies and Procedures (as defined in Section 14.4(a) below), which shall be applied in a nondiscriminatory manner as provided in Section 14.4(b)(i) below. In addition, if authorizes the relevant storage or transportation facility fails to satisfy Aron’s Policies and Procedures, then, upon the Company’s request, filing by ▇▇▇▇ shall consult with of any financing statements filed prior to the Company in good faith to determine whether based on further information provided by the Company such storage or transportation facility complies with Aron’s Policies and Procedures and/or whether additional actions or procedures can be taken or implemented so that, as a result, such storage or transportation facility would comply with Aron’s Policies and Procedures and, based on such further information and/or the implementation of such additional actions or procedures, ▇▇▇▇ will from time to time reconsider whether such storage or transportation facility satisfies clause (iii) aboveCommencement Date.

Post-Commencement Date Undertakings. From and after the Commencement Date, the Company may endeavor to negotiate and implement designations and other binding contractual arrangements, in form and substance reasonably satisfactory to ▇▇▇▇, pursuant to which the Company may transfer and assign to ▇▇▇▇ the Company’s (or its Affiliates’) right to use any storage or transportation facility as may hereafter be identified by the Company; provided that (i) upon and concurrently with implementing any such assignment, designation or arrangement, any such storage or transportation facility shall be added to the appropriate Schedule hereto as an additional Included Crude Tank, Included Product Tank or Included Product Pipeline, as applicable, and such assignment, designation or arrangement shall constitute a Required Storage and Transportation Arrangement hereunder; (ii) to the extent requested by ▇▇▇▇, the Parties shall amend the Company Inventory Sales Agreement and any other applicable Transaction Document to include any inventory transferred to ▇▇▇▇ as a result of such assignment, designation or arrangement; and (iii) without limiting the generality of the foregoing, the addition of an Included Location shall be subject to acceptance by ▇▇▇▇ and satisfaction of Aron’s Policies and Procedures (as defined in Section 14.4(a) below), which shall be applied in a nondiscriminatory manner as provided in Section 14.4(b)(i) below. In addition, if the relevant storage or transportation facility fails to satisfy Aron’s Policies and Procedures, then, upon the Company’s request, ▇▇▇▇ shall consult with the Company in good faith to determine whether based on further information provided by the Company such storage or transportation facility complies with Aron’s Policies and Procedures and/or whether additional actions or procedures can be taken or implemented so that, as a result, such storage or transportation facility would comply with Aron’s Policies and Procedures and, based on such further information and/or the implementation of such additional actions or procedures, ▇▇▇▇ will from time to time reconsider whether such storage or transportation facility satisfies clause (iii) above.

Post-Commencement Date Undertakings. From and after the Commencement Date, the Company may endeavor to negotiate and implement designations and other binding contractual arrangements, in form and substance reasonably satisfactory to ▇▇▇▇, pursuant to which the Company may transfer and assign to ▇▇▇▇ the Company’s (or its Affiliates’) right to use any storage or transportation facility as may hereafter be identified by the Company; provided that (i) upon and concurrently with implementing any such assignment, designation or arrangement, any such storage or transportation facility shall be added to the appropriate Schedule hereto as an additional Included Crude Tank, Included Product Tank or Included Product Pipeline, as applicable, and such assignment, designation or arrangement shall constitute a Required Storage and Transportation Arrangement hereunder; (ii) to the extent requested by ▇▇▇▇, the Parties shall amend the Company Inventory Sales Agreement and any other applicable Transaction Document to include any inventory transferred to ▇▇▇▇ as a result of such assignment, designation or arrangement; and (iii) without limiting the generality of the foregoing, the addition of an Included Location shall be subject to acceptance by ▇▇▇▇ and satisfaction of Aron’s ▇▇▇▇’▇ Policies and Procedures (as defined in Section 14.4(a) below), which shall be applied in a nondiscriminatory manner as provided in Section 14.4(b)(i) below. In addition, if the relevant storage or transportation facility fails to satisfy Aron’s ▇▇▇▇’▇ Policies and Procedures, then, upon the Company’s request, ▇▇▇▇ shall consult with the Company in good faith to determine whether based on further information provided by the Company such storage or transportation facility complies with Aron’s ▇▇▇▇’▇ Policies and Procedures and/or whether additional actions or procedures can be taken or implemented so that, as a result, such storage or transportation facility would comply with Aron’s Policies and Procedures and, based on such further information and/or the implementation of such additional actions or procedures, ▇▇▇▇ will from time to time reconsider whether such storage or transportation facility satisfies clause (iii) above.

Post-Commencement Date Undertakings. (a) From and after the Commencement Date, the Company may endeavor to negotiate and implement designations and other binding contractual arrangements, in form and substance reasonably satisfactory to ▇▇▇▇, pursuant to which the Company may transfer and assign to ▇▇▇▇ the Company’s (or its Affiliates’) right to use any Available Storage or Transportation Arrangement that has not previously been included as an Included Location or such other storage or transportation facility as may hereafter be identified by the Company; provided that (i) upon and concurrently with implementing any such assignment, designation or arrangement, any such storage Available Storage or transportation facility Transportation Arrangement shall be added to the appropriate Schedule hereto as an additional Included Crude Tank, Included Product Tank Tank, Included Crude Pipeline or Included Product Pipeline, as applicable, and such assignment, designation or arrangement shall constitute a Required Storage and Transportation Arrangement hereunder; (ii) to the extent requested by ▇▇▇▇, the Parties shall amend the Company Inventory Sales Agreement and any other applicable Transaction Document to include any inventory transferred to ▇▇▇▇ as a result of such assignment, designation or arrangement; and (iii) without limiting the generality of the foregoing, the addition of an Included Location shall be subject to satisfaction of Aron’s Policies and Procedures (as defined in Section 14.4(a13.4(a) below), which shall be applied in a nondiscriminatory manner as provided in Section 14.4(b)(i13.4(b)(i) below. In addition, if the relevant storage or transportation facility fails to satisfy Aron’s Policies and ProceduresProcedures as a result of Aron’s Policies and PORTIONS OF THIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. Procedures exceeding the standards or requirements imposed under Applicable Law or good and prudent industry practice, then, upon the Company’s request, ▇▇▇▇ shall consult with the Company in good faith to determine whether based on further information provided by the Company such storage or transportation facility complies with Aron’s Policies and Procedures and/or whether additional actions or procedures can be taken or implemented so that, as a result, such storage or transportation facility would comply with Aron’s Policies and Procedures and, based on such further information and/or the implementation of such additional actions or procedures, ▇▇▇▇ will from time to time reconsider whether such storage or transportation facility satisfies clause (iii) above. (b) If, at any time during the Term of this Agreement, the Company restarts or is intending to restart any of its refining and processing units at the portion of the Refinery in Bakersfield, California, the Company shall enter into exclusive negotiations with ▇▇▇▇ with respect to the terms upon which the parties may mutually agree to expand the scope of this Agreement to include, as Crude Storage Tanks under this Agreement, any tanks at the Bakersfield Refinery which are to be used in the Company’s refining operations and that the Company is not obligated to offer for use to a third party pursuant to an existing agreement as of the date of this Agreement, to provide for the supply of Crude Oil and feedstocks to and the offtake of Products from such refining and processing units in Bakersfield, California.