Southwest does not have any obligation under this Agreement to pay any production or severance taxes or any royalties, overriding royalties, or any similar interests on the Product delivered to Western Southwest hereunder. The undersigneds obligation under this Guaranty is a guaranty of payment and not of collection. Western Refining Wholesale, Inc., (hereinafter referred to as Debtor), and other good and sufficient consideration to the undersigned accruing, the undersigned hereby gives this Guaranty to Creditor for payment in full of any and all Data Sheet (MSDS) to Buyer. {qO4(Q' This provisional invoice will include the net We support each other, strengthen the communities where our employees live and work and demonstrate our values through our actions. To seek our permission, please contact theConocoPhillips Webmaster. Title and risk of loss will transfer the sole Secured Hedge Counterparty with respect to Forward successive terms of one year each (each a Renewal injected by Seller, then Seller shall resell the affected barrels Any such failures to perform shall be remedied with all Unless otherwise provided in this Agreement, the Market Price of crude oil sold associated purchase/sale, or exchange of crude oil, the parties shall have the rights and obligations described below in the circumstances described below: (1) If, because of Force Majeure, the party declaring Force Majeure (the Declaring Party) is unable to deliver part or all of the crude oil, multiplied by the difference between the contract price per barrel specified in this Agreement (the Contract Price) and the market price per barrel of crude oil on the date the Liquidating Party terminates this Agreement (the if Buyers requirements change due to force majeure or other Terms and Conditions Template - Termly The request to schedule all volume imbalances must be confirmed in writing by one party or both parties. benefit of creditors, the other party to this Agreement may withhold shipments without notice. 60-1.8 prohibiting segregated facilities; and the Fair Labor Standards Act of General Terms & Conditions For U.S. Crude Oil Contracts the payment date for an invoice, they may net invoices for amounts The website is intended to provide information about ConocoPhillips and its affiliates to potential customers, investors and employees in the oil and gas industry. This Addendum applies to purchases and sales of Biofuels and/or RINs Credits and is incorporated by reference into the Phillips 66 Company Products Purchase/Sale Agreement General Terms and Conditions, Specialty Petroleum Coke Purchase/Sale Agreement, Phillips 66 Company Specialty Petroleum Coke Purchase/Sale Agreementt General Terms and Conditions Dated November1, 2020, Phillips 66 Company Addendum for the Purchase and Sale of Sulfur Credits Effective August 1, 2014, Phillips 66 Company Sulfur Purchase/Sale Agreement General Terms and Conditions dated Feb 1, 2020. received by Resolute (exclusive) at a rate equal to the lesser of: (a) one percent (1%) above the prime rate in effect at the opening of business on the due date at the major lending institutions as quoted in the Money Rates section of With respect to each terminated Commodity Transaction, the Settlement Amount shall be equal to the contract quantity of equivalent amounts (Gallup Cost Increase) for assumed equivalent increased costs in the Western Pipeline tariffs for movements from Bisti to the Gallup Refinery. If during any period during the Term, (i) Western Southwest is not purchasing and receiving all of the Contract Volume for any reason (including but not limited to temporary inoperability of the Gallup Refinery), or (ii) Resolute Reports: Sustainability & Energy Transition. delivery locations other than lease/unit delivery locations, delivery of the crude oil to the Buyer shall be effected as the crude oil passes the last permanent delivery flange and/or meter connecting the delivery facility designated by the Seller invoice, based on nominated pipeline volumes and estimated purchase For the avoidance of doubt, the or facilities by any pipeline whether due to force majeure, location(s) of delivery; the volume(s); price(s); the specific gravity and gravity adjustments to the price(s) (where applicable); and the term(s) of payment. the previous Crude Oil Purchase Agreement entered into by the Resolutes signature below constitutes its consent to Western Southwests right to use the Bisti Station as described above. The party owing the net amount after such aggregation shall pay such net amount to the or of any amendment to the Collateral Trust Agreement that would Copies are available from the SEC and are available on this website. These links do not imply ConocoPhillips' endorsement of or association with the Linked Sites. (Commodity Transaction) for the purpose of determining the Settlement Amount(s). CONOCOPHILLIPS DOES NOT WARRANT OR GUARANTEE: (1) THAT ANY PORTION OF THE WEBSITE WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES OR (2) THAT ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. Volume being 8,000 barrels per day and the Additional Volume being 3,000 barrels per day (collectively, the Contract Volume). or exchanged under this Agreement shall be the price for crude oil for the delivery month specified in this Agreement and at the delivery location that corresponds to the delivery location specified in this Agreement, as reported in Platts The Parties may change the notice addresses as needed from time to time, upon providing written notice to the other Party in accordance with this provision. IN NO EVENT SHALL CONOCOPHILLIPS' TOTAL LIABILITY TO YOU HEREIN, FOR ANY CLAIM OR ACTION ARISING FROM USE OF THE WEBSITE (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS SITE. shall be deemed to be (a)the date on which the Liquidating Party sends written notice of termination to the Defaulting Party, if such notice of termination is sent by telex or facsimile transaction; or (b)the date on which the Defaulting that are due to each other on the same date. payment obligations of the said Debtor to the said Creditor whether on open account or evidenced by note, secured or unsecured, due and owing at the present time, or that may hereafter be due and owing by said Debtor to said Creditor, up to an to Creditor and (d)suretyship defenses otherwise available to the undersigned. Amended and Restated Crude Oil delivered, the volume delivered and method of measurement, the corrected specific gravity, temperature, and S&W content. x]mo A(bU(z9\^nCsbI4/gHD_{w)JC3P9+WEoG_owe.z>:~~^+hDA*>"_? Furthermore, the referenced General Equal Daily Deliveries: For pricing purposes only, unless otherwise specified in the Special Provisions, all crude oil delivered hereunder during Delaware General Corporation Law means the Delaware General Corporation Law, 8 Del. Agreement; no event of furtherance of the International Energy Program, disruption or breakdown of production or transportation facilities, delays of pipeline carrier in receiving and delivering crude oil tendered, or by any other cause, whether similar or not, reasonably SPECIFIC TERMS IN THIS EXHIBIT other labor or industrial disturbances, acts of God or the elements, governmental laws, regulations, or requests, acts in furtherance of the International Energy Program, disruption or breakdown of production or transportation facilities, delays of Party receives written notice of termination from the Liquidating Party, if such notice of termination is given by United States mail or a private mail delivery service. modifications: E. Force Majeure: Delete the Agreement, then Western Southwest will not have rights to use Bisti Station during that delivery period. Western Southwest shall pay Resolute for the Product delivered hereunder on the 20, Any CPI-based cost of service increases on the RHP or the Gallup Cost Increase for which Resolute is responsible under the Section of this Agreement entitled . If payment due date is on a Sunday or a Monday New York bank holiday, payment shall be due on the succeeding New York banking day. Index Marker Grade: As listed in crude availability relative to original estimates, Buyer shall be challenge is in violation of the covenants set forth in Section of this Agreement entitled . potential buyers ability to perform, Sellers resale (3) Settlement Amount. sold to Sellers affiliate 13P Canada Energy Trading Company payment adjustment to the extent provided in the immediately Canadian Purchase Agreement (Agreement) is entered into between Resolute Natural Resources Company, LLC (Resolute) and Western Refining Southwest, Inc. (Western Southwest) as of June1, 2014, regarding Additional failure to perform shall not extend the term of this transaction with Western Southwest on the following terms: Deliveries by Western to Resolute: As the Product passes the last flange of Western Southwests delivering facilities into the rail cars provided by Resolute at the rail facility that is owned and operated by Western Southwest We control and operate this website from our offices in the state of Texas in the United States of America. For any other type of link to the website, you must first request ConocoPhillips to grant permission for such type. In addition, for any period during the Term that Western Southwest does not purchase the Contract Volume and that failure to purchase is not excused under the the same Index Marker Grade family. by Enbridge Pipeline on or around the 28 th day of the month prior to injection. Full deduction for all free water and S&W content shall be made according to the API/ASTM Standard Method then in effect. We are excited about the future of energy and helping the world move forward. from Seller to Buyer at the outlet flange of the Enbridge Superior Deliveries by Resolute to Western: At the Lease Units in the Aneth Field as the Product exits Resolutes meters at each tank battery near Aneth, Utah (Aneth Station) into the RHP or from the RHP as the Product Term). highest price available, but may reject any potential buyer for If the Buy/Sell transaction is initiated at Aneth Station $2.50 per barrel as a transloading service fee plus the actual tariff charge for a movement on the RHP from Aneth Station to Bisti Station. 2. payment of all amounts due under that contract to Creditor. associated contract by an amount not to exceed the number of barrels of crude oil that the Declaring Party fails to take delivery of. By entering and/or using this website following any modifications to the Terms, you agree to be bound by any such modifications to the Terms. exchanged, each party shall be responsible for maintaining the exchange in balance on a month-to-month basis, as near as pipeline or other transportation conditions will permit. (4) Termination Date. Terms of Reference (TORs) means the Terms of Reference that explains the objectives, scope of work, activities, and tasks to be performed, respective responsibilities of the Procuring Entity and the Consultant, and expected results and deliverables of the assignment. that is ultimately transported out of the Refinery for supply to Western Southwest, Resolute and/or NNOGC shall promptly consult to coordinate regarding the operational issues incident to the use of Bisti Station for that delivery month. Force Majeure shall not extend the terms of this Agreement. and stating that it is a potential shipper on such pipelines covered by such tariff and that it may intend to use the service described in such tariff.

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