MORTGAGE, LINE OF CREDIT MORTGAGE AND DEED OF TRUST (WITH SECURITY AGREEMENT AND FINANCING STATEMENT) BY HEP REFINING, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY AS GRANTOR TO CHICAGO TITLE INSURANCE COMPANY, AS TRUSTEE FOR THE BENEFIT OF HOLLYFRONTIER CORPORATION, A DELAWARE CORPORATION AS BENEFICIARY DATED EFFECTIVE AS OF MAY 29, 2015

THIS INSTRUMENT COVERS GOODS THAT ARE OR ARE TO BECOME FIXTURES ON THE REAL PROPERTY DESCRIBED HEREIN AND IS TO BE FILED FOR RECORD IN THE RECORDS WHERE MORTGAGES ON REAL ESTATE ARE RECORDED. ADDITIONALLY, THIS INSTRUMENT SHOULD BE APPROPRIATELY INDEXED, NOT ONLY AS A MORTGAGE, BUT ALSO AS A FINANCING STATEMENT COVERING GOODS THAT ARE OR ARE TO BECOME FIXTURES ON THE REAL PROPERTY DESCRIBED HEREIN. THE MAILING ADDRESSES OF THE GRANTOR (DEBTOR) AND BENEFICIARY (SECURED PARTY) ARE SET FORTH IN THIS INSTRUMENT.

This MORTGAGE, LINE OF CREDIT MORTGAGE AND DEED OF TRUST (WITH SECURITY AGREEMENT AND FINANCING STATEMENT) (hereinafter referred to as this “Deed of Trust”), is entered into effective as of the 29th day of May, 2015, by HEP REFINING, L.L.C., a Delaware limited liability company (“Grantor”), having an address for notice at 2828 N. Harwood, Suite 1300, Dallas, Texas 75201, to Chicago Title Insurance Company, Trustee (hereinafter referred to in such capacity as “Trustee”), for the benefit of the herein below defined Beneficiary.

(a)    Asset Leases. All leases of real property now or hereafter entered into or acquired by Grantor on which all or a part of the Assets are located, including, without limitation, the leases described on Exhibit B, if any.

(b)    Assets. The blending facility and other assets described on Exhibit A.

(c)    Affiliate: With respect to a specified Person, any other Person controlling, controlled by or under common control with that first Person. As used in this definition, the term “control” includes (i) with respect to any Person having voting shares or the equivalent and elected directors, managers or Persons performing similar functions, the ownership of or power to vote, directly or indirectly, shares or the equivalent representing more than 50% of the power to vote in the election of directors, managers or Persons performing similar functions, (ii) ownership of more than 50% of the equity or equivalent interest in any Person and (iii) the ability to direct the business and affairs of any Person by acting as a general partner, manager or otherwise.

(d)    Beneficiary: HollyFrontier Corporation, a Delaware corporation whose address for notice hereunder is 2828 N. Harwood, Suite 1300, Dallas, Texas 75201.

(e)    Contracts: The contracts, agreements, leases and other legally binding rights and obligations of Grantor, to the extent such contracts, agreements, leases or other legally binding rights or obligations cover, include or relate to all or any portion of the Real Property or the Assets, if any, but excluding those contracts and agreements constituting Leases and Easements.

(f)    Deed of Trust: Shall have the meaning set forth in the introductory paragraph hereof.

(g)    Easements: All easements, rights‑of‑way, property use agreements, line rights and real property licenses required to operate the Assets now or hereafter entered into or acquired by Grantor, including, without limitation, the easements, rights‑of‑way, property use agreements, line rights and real property licenses described on Exhibit B, if any.

(h)    Equipment. To the extent same do not constitute Improvements, any and all fittings, cathodic protection ground beds, rectifiers, other cathodic or electric protection devices, tanks, machinery, engines, pipes, pipelines, valves, valve boxes, connections, gates, scraper trap extenders, telecommunication facilities and equipment (including microwave and other transmission towers), lines, wires, computer hardware, fixed or mobile machinery and equipment, vehicle refueling tanks, pumps, heating and non‑pipeline pumping stations, fittings, tools, furniture and metering equipment now owned or hereafter acquired by Grantor.

(i)    Event of Default: Any happening or occurrence described in Article 7 of this Deed of Trust.

(j)    Fee Land. All parcels of fee simple real property now or hereafter owned by Grantor on which any part of the Assets are located including, without limitation, the property held in fee by Grantor described on Exhibit B, if any

(k)    Fixtures: All materials, supplies, equipment, apparatus and other items now or hereafter acquired by Grantor and now or hereafter attached to, installed in or used in connection with (temporarily or permanently) the Real Property or the Assets, together with all accessions, replacements, betterments and substitutions for any of the foregoing and the proceeds thereof.

(l)    Governmental Entity: Any court, governmental department, commission, council, board, bureau, agency or other judicial, administrative, regulatory, legislative or other instrumentality of the United States of America or any foreign country, or any state, county, municipality or local governmental body or political subdivision or any such other foreign country.

(m)    Grantor: The above defined Grantor, whether one or more, and any and all subsequent owners of the Mortgaged Property or any part thereof.

(n)    HEP: Holly Energy Partners, L.P., a Delaware limited partnership.

(o)    HEP Operating: Holly Energy Partners – Operating, L.P., a Delaware limited partnership.

(p)    HEP Parties: Collectively, HEP Operating and Grantor.

(q)    HFRM: HollyFrontier Refining & Marketing LLC, a Delaware limited liability company.

(r)    Impositions: All real estate and personal property taxes; water, gas, sewer, electricity and other utility rates and charges; charges for any easement, license or agreement maintained for the benefit of the Mortgaged Property; and all other taxes, charges and assessments and any interest, costs or penalties with respect thereto, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever which at any time prior to or after the execution hereof may be assessed, levied or imposed upon the Mortgaged Property or the ownership, use, occupancy or enjoyment thereof.

(s)    Improvements: All structures, fixtures and appurtenances located on the Real Property, and now or hereafter owned by Grantor, including, without limitation, the Assets (to the extent the same constitute structures, fixtures or appurtenances located on the Real Property and are now or hereafter owned by Grantor).

(t)    Leases: Any and all leases, subleases, licenses, concessions or other agreements (written or verbal, now or hereafter in effect) which grant a possessory interest in and to, or the right to use, the Mortgaged Property, and all other agreements, such as utility contracts, maintenance agreements and service contracts, which in any way relate to the use, occupancy, operation, maintenance, enjoyment or ownership of the Mortgaged Property, save and except any and all Asset Leases and any other leases, subleases or other agreements pursuant to which Grantor is granted a possessory interest in the Real Property.

(u)    Legal Requirements: (i) Any and all laws, statutes, codes, rules, regulations, ordinances, judgments, orders, writs, decrees, requirements or determinations of any Governmental Entity, and (ii) to the extent not covered by clause (i) immediately above, any and all requirements of permits, licenses, certificates, authorizations, concessions, franchises or other approvals granted by any Governmental Entity.

(v)    Mortgaged Property: The Subject Property, together with:

(i)    all rights, privileges, tenements, hereditaments, rights‑of‑way, easements, appendages and appurtenances in anywise appertaining thereto, and all right, title and interest of Grantor in and to any streets, ways, alleys, strips or gores of land adjoining the Real Property or any part thereof; and

(ii)    all betterments, additions, alterations, appurtenances, substitutions, replacements and revisions thereof and thereto and all reversions and remainders therein; and

(iii)    all other property and rights of Grantor of every kind and character to the extent specifically relating to and used or to be used solely in connection with the foregoing property, and all proceeds and products of any of the foregoing.

As used in this Deed of Trust, the term “Mortgaged Property” shall be expressly defined as meaning all or, where the context permits or requires, any portion of the above, and all or, where the context permits or requires, any interest therein. Notwithstanding anything to the contrary herein, in no event shall the term “Mortgaged Property” include any Product

owned by third parties that may be shipped through or stored at or in any of the Mortgaged Property.

(w)    Obligations: Shall have the meaning given such term in Section 2.1.

(x)    Permits: All permits, licenses, certificates, authorizations, registrations, orders, waivers, variances and approvals now or hereafter granted by any Governmental Entity to Grantor or its predecessors in interest pertaining solely to the ownership or operation of the Assets, including, without limitation, right-of-way permits from railroads and road crossing permits or other right-of-way permits from Governmental Entities, in each case to the extent the same are assignable.

(y)    Permitted Encumbrances: Any of the following matters:

(i)    any (A) inchoate liens, security interests or similar charges constituting or securing the payment of expenses which were incurred incidental to the ownership and operation of the Assets (collectively, the “Operations”) or the operation, storage, transportation, shipment, handling, repair, construction, improvement or maintenance of the Mortgaged Property, and (B) materialman’s, mechanics’, repairman’s, employees’, contractors’, operators’, warehousemen’s, barge or ship owner’s and carriers’ liens or other similar liens, security interests or charges for liquidated amounts arising in the ordinary course of business incidental to the conduct of the Operations or the ownership and operation of the Mortgaged Property, securing amounts the payment of which is not delinquent and that will be paid in the ordinary course of business or, if delinquent, that are being contested in good faith with any action or proceeding to foreclose or attach any of the Mortgaged Property on account thereof properly stayed; (ii) any liens or security interests for Taxes not yet delinquent or, if delinquent, that are being contested in good faith in the ordinary course of business with any action or proceeding to foreclose or attach any of the Mortgaged Property on account thereof properly stayed; (iii) any liens or security interests reserved in leases, rights of way or other real property interests for rental or for compliance with the terms of such leases, rights of way or other real property interests, provided payment of the debt secured is not delinquent or, if delinquent, is being contested in good faith in the ordinary course of business with any action or proceeding to foreclose or attach any of the Mortgaged Property on account thereof properly stayed; (iv) all prior reservations of minerals in and under or that may be produced from any of the lands constituting part of the Mortgaged Property or on which any part of the Mortgaged Property is located; (v) all liens (other than liens for borrowed money), security interests, charges, easements, restrictive covenants, encumbrances, contracts, instruments, obligations, discrepancies, conflicts, shortages in area or boundary lines, encroachments or protrusions, or overlapping of improvements, defects, irregularities and other matters affecting or encumbering title to the Mortgaged Property which individually or in the aggregate are not such as to unreasonably or materially interfere with or prevent any material operations conducted on the Mortgaged Property; (vi) rights reserved to or vested in any

Governmental Entity to control or regulate any of the Mortgaged Property or the Operations and all Legal Requirements of such authorities, including any building or zoning ordinances and all environmental laws; (vii) all Post‑Closing Consents (as defined in any instrument securing the Senior Bank Liens); (viii) defects in the early chain of the title consisting of the mere failure to recite marital status in a document or omissions of successions of heirship proceedings, unless such failure or omission results in another Person’s superior claim of title to the Easements or relevant portion thereof; (ix) any assertion of a defect based on a lack of a survey with respect to the Assets; (x) any title defect affecting (or the termination or expiration of) any easement, right of way, leasehold interest or fee interest affecting all or any portion of the Real Property which has been replaced prior to the date of this Deed of Trust by an easement, right of way, leasehold interest or fee interest covering substantially the same land or the portion thereof used by Beneficiary or its Affiliates; and (xi) all Senior Liens.

(z)    Person: An individual, a corporation, a partnership, a limited liability company, an association, a trust, or any other entity or organization, including, without limitation, any Governmental Entity.

(aa)    Personalty: The Equipment and all other personal property (other than the Fixtures) and intangible assets of any kind or character as defined in and subject to the provisions of the Uniform Commercial Code Article 9 — Secured Transactions, as the same is codified and in effect in New Mexico, which are now or hereafter located or to be located upon, within or about the Real Property, or which are or may be used in or related to the planning, development, financing or operation of the Mortgaged Property, together with all accessories, replacements and substitutions thereto or therefor and the proceeds thereof.

(bb)    Product: Crude oil, gas oil, diesel, kerosene, casinghead, naphtha, normal butane and isobutane transported through or stored in or at the Assets.

(cc)    Real Property: Collectively, the Fee Land, the real property subject to the Asset Leases, the real property subject to the Easements, and any Improvements now or hereafter located on any of the foregoing.

(dd)    Records: All records and documents now or hereafter acquired by Grantor relating solely to the ownership, condition or operation of the Subject Property.

(ee)    Security Documents: This Deed of Trust and any and all other documents now or hereafter executed by Grantor or any other Person to evidence or secure the performance of the Obligations.

(ff)    Senior Bank Liens: Collectively, (i) each lien and security interest in all or any portion of the Mortgaged Property heretofor or hereafter granted by Grantor or its Affiliates under the Senior Credit Agreement, and (ii) each lien and security interest in all or any portion of the Mortgaged Property hereafter granted by any Person who acquires an interest in all or any portion of the Mortgaged Property securing senior debt of such Person.

(gg)    Senior Credit Agreement: The Second Amended and Restated Credit Agreement dated as of February 14, 2011 (as heretofore or hereafter renewed, extended, amended, supplemented and/or restated from time-to-time) among HEP Operating, as borrower, the lenders party thereto from time to time (the “Lenders”), the Lenders issuing letters of credit thereunder from time to time (the “Issuing Banks”), and Wells Fargo Bank, N.A. as administrative agent for the Lenders and the Issuing Banks.

(hh)    Senior Lien: Collectively, the Senior Bank Liens and each other lien and security interest as to which the lien and security interest granted pursuant to this Deed of Trust shall be subordinated thereto pursuant to the terms of a Subordination, Non‑Disturbance and Attornment Agreement in substantially the form of Attachment 1 hereto executed by the Beneficiary and the holder of such lien and security interest and recorded in the Official Public Records of Real Property of Lea County, New Mexico.

(ii)    Service Agreement: Subject to Section 11.21, that certain Unloading and Blending Services Agreement (Artesia) dated as of March 12, 2015, by and between HFRM, HEP Operating and Grantor, as such agreement has been amended to date or may be amended, amended and restated, replaced or otherwise modified at any time in the future.

(jj)    Subject Property: All of the following assets, properties and rights, whether real, personal or mixed, which are owned or held for use by Grantor solely in connection with the ownership or operation of the Assets:

(i)    The Assets;

(ii)    The Real Property;

(iii)    The Asset Leases;

(iv)    The Easements;

(v)    The Equipment;

(vi)    The Contracts;

(vii)    Intellectual property rights and related computer software;

(viii)    The Permits; and

(ix)    The Records.

(kk)    Taxes: Any and all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, leases, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, or assessments.

(ll)    UCC. The Uniform Commercial Code, as codified and in effect in the State of New Mexico.

Grantor hereby unconditionally warrants and represents to Beneficiary as follows:

action for such authorization has been taken; (b) have received all (if any) requisite prior governmental approval in order to be legally binding and enforceable in accordance with the terms thereof; and (c) will not violate, be in conflict with, result in a breach of or constitute (with due notice or lapse of time, or both) a default under, any Legal Requirement or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of Grantor’s property or assets, except as contemplated by the provisions of the Security Documents. The Security Documents constitute the legal, valid and binding obligations of Grantor and others obligated under the terms of the Security Documents, in accordance with their respective terms.

Grantor hereby unconditionally covenants and agrees with Beneficiary that, except for the Permitted Encumbrances, Grantor will protect the lien and security interest status of this Deed of Trust and except for the Permitted Encumbrances, will not, without the prior written consent of Beneficiary, place, or permit to be placed, or otherwise mortgage, hypothecate or encumber the Mortgaged Property with, any other lien or security interest of any nature whatsoever (statutory, constitutional or contractual) regardless of whether same is allegedly or expressly inferior to the lien and security interest created by this Deed of Trust, and, if any such lien or security interest is asserted against the Mortgaged Property, Grantor will promptly, at its own cost and expense, (a) pay the underlying claim in full or take such other action so as to cause same to be released and (b) within five days from the date such lien or security interest is so asserted, give Beneficiary notice of such lien or security interest. Such notice shall specify who is asserting such lien or security interest and shall detail the origin and nature of the underlying claim giving rise to such asserted lien or security interest.

Grantor hereby covenants and agrees with Beneficiary that, until the full performance and discharge of all of the Obligations, Grantor will not, without the prior written consent of Beneficiary, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any mortgage, pledge, lien (statutory, constitutional or contractual), security interest, encumbrance or charge on, or conditional sale or other title retention agreement, regardless of whether same are expressly subordinate to the liens of the Security Documents, with respect to, the Mortgaged Property, other than the Permitted Encumbrances.

By its acceptance hereof, Beneficiary recognizes that (a) Grantor is obligated or may hereafter become obligated to any of the Credit Parties (as defined in the SNDA [defined below]) in connection with the Senior Credit Agreement, and (b) Grantor and any future owner of the Mortgaged Property may incur additional indebtedness or become otherwise obligated to one or more banks, insurance companies, investment banks or other financial institutions regularly engaged in commercial lending and/or bonds, debentures, notes and similar instruments evidencing obligations that may be secured by liens or security interests on some or all of Grantor’s property, including the Mortgaged Property (the holder of such liens or security interests being a “Secured Lender”). To the extent that any such Secured Lender notifies Beneficiary of Secured Lender’s desire to subordinate the lien and security interest held by Beneficiary pursuant to this Deed of Trust, Beneficiary, by its acceptance hereof, will agree to effect such subordination by promptly executing, in one or more counterparts, a Subordination, Non‑Disturbance and Attornment Agreement in substantially the form of Attachment 1 attached hereto (the “SNDA”). The subordination of this Deed of Trust shall (i) not be effective unless and until the SNDA has been executed by the Secured Lender, and (ii) be subject to compliance by the Secured Lender with its obligations under Section 3 and Section 4 of the SNDA. Any Secured Lender who is a party to an SNDA and who is in compliance with its obligations under Section 3 and Section 4 of such SNDA is hereinafter referred to as a “Lienholder.”

The term “Event of Default”, as used in the Security Documents, shall mean the occurrence or happening, at any time and from time to time, of any one or more of the following:

(30) days after receipt of written notice thereof to the Grantor from the Beneficiary; provided, however, that in the event such failure or breach cannot be reasonably cured within such thirty (30) day period and Grantor has diligently proceeded (and continues to proceed) to cure such breach, Grantor shall have an additional sixty (60) days to cure such failure or breach, or (b) the HEP Parties shall fail to perform all of the Obligations in full and on or before the dates same are to be performed (after giving effect to any applicable grace and cure periods).

(a)    Entry Upon Mortgaged Property. Enter upon the Mortgaged Property and take exclusive possession thereof and of all books, records and accounts relating thereto. If Grantor remains in possession of all or any part of the Mortgaged Property after an Event of Default and without Beneficiary’s prior written consent thereto, Beneficiary may invoke any and all legal remedies to dispossess Grantor, including specifically one or more actions for forcible entry and detainer, trespass to try title and writ of restitution. Nothing contained in the foregoing sentence shall, however, be construed to impose any greater obligation or any prerequisites to acquiring possession of the Mortgaged Property after an Event of Default than would have existed in the absence of such sentence.

(b)    Operation of Mortgaged Property. Hold, lease, manage, operate or otherwise use or permit the use of the Mortgaged Property, either itself or by other Persons, firms or entities, in such manner, for such time and upon such other terms as Beneficiary may deem to be prudent and reasonable under the circumstances (making such repairs, alterations, additions and improvements thereto and taking any and all other action with reference thereto, from time to time, as Beneficiary shall deem necessary or desirable), and apply all amounts collected by Trustee or Beneficiary in connection therewith in accordance with the provisions of Section 8.8.

(c)    Trustee or Receiver. Prior to, upon or at any time after, commencement of any legal proceedings hereunder, make application to a court of competent jurisdiction as a matter of strict right and without notice to Grantor or regard to the adequacy of the Mortgaged Property for the satisfaction of the Obligations for appointment of a receiver of the Mortgaged Property, and Grantor does hereby irrevocably consent to such appointment. Any such receiver shall have all the usual powers and duties of receivers in similar cases, including the full power to rent, maintain and otherwise operate the Mortgaged Property upon such terms as may be approved by the court.

(d)    Foreclosure and Sale. Foreclose the lien of this Deed of Trust by judicial or non-judicial proceedings, in either event to the extent permitted by and in accordance with applicable law. To the extent permitted by applicable law, in connection with any such judicial or non-judicial foreclosure and sale, (i) Beneficiary may sell or offer for sale the Mortgaged Property, in such portions, order and parcels as Beneficiary may determine, with or without having first taken possession of same, to the highest bidder, for cash, at public auction, (ii) if the Mortgaged Property is situated in more than one county, all required notices shall be given in each such county, and such notices shall designate the county in which the Mortgaged Property will be sold, (iii) the affidavit of any person having knowledge of the facts to the effect that notice was properly given shall be prima facie evidence of such fact, (iv) it shall not be necessary for Beneficiary to have been physically present, or to have constructive possession of, the Mortgaged Property (Grantor hereby covenanting and agreeing to deliver to Beneficiary any portion of the Mortgaged Property not actually or constructively possessed by Beneficiary immediately upon demand by Beneficiary), and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to the purchaser at such sale, (v) each instrument of conveyance executed by Beneficiary shall contain a general warranty of title, binding upon Grantor, (vi) each and every recital contained in any instrument of conveyance made by Beneficiary shall be prima facie evidence of the truth and accuracy of the matters recited therein, including, without limitation, non-payment of the Obligations, advertisement and conduct of such sale in the manner provided therein and otherwise by law, (vii) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed, (viii) the receipt of Beneficiary or of such other party or officer making the sale shall be a sufficient discharge to the purchaser or purchasers for his or their purchase money, and no such purchaser or purchasers, or his or their assigns or personal representatives, shall thereafter be obligated to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application

thereof, (ix) to the fullest extent permitted by law, Grantor shall be completely and irrevocably divested of all of its right, title, interest, claim and demand whatsoever, either at law or in equity, in and to the Mortgaged Property sold, and such sale shall be a perpetual bar, both at law and in equity, against Grantor and against any and all other persons claiming or to claim the Mortgaged Property sold or any part thereof, by, through or under Grantor, and (x) to the extent and under such circumstances as are permitted by law, Beneficiary and any entity related by ownership or control to Beneficiary may be a purchaser at any such sale.

(e)    Other. Exercise any and all other rights, remedies and recourses granted under this Deed of Trust.

Property from attachment, levy or sale on execution or providing for any appraisement, valuation, stay of execution, exemption from civil process, redemption or extension of time for payment; (b) all notices of any Event of Default or of Trustee’s election to exercise or his actual exercise of any right, remedy or recourse provided for under this Deed of Trust; and (c) any right to a marshalling of assets or a sale in inverse order of alienation.

(a)    first, to the payment of the costs and expenses of taking possession of the Mortgaged Property and of holding, using, leasing, repairing and improving the same, including without limitation (i) trustees’ and receivers’ fees, (ii) court costs, (iii) attorneys’ and accountants’ fees, and (iv) the payment of any and all Impositions, liens, security interests or other rights, titles or interests equal or superior to the lien and security interest of this Deed of Trust (except those to which the Mortgaged Property has been sold subject to and without in any way implying Beneficiary’s prior consent to the creation thereof);

(b)    second, to the payment of all amounts which may be due to Beneficiary with respect to the Obligations;

(c)    third, to the extent permitted by law, funds are available therefor out of the proceeds generated by the holding, operating or other use of the Mortgaged Property and known by Beneficiary, to the payment of any indebtedness or obligation secured by a subordinate deed of trust on or security interest in the Mortgaged Property; and

(d)    fourth, to Grantor.

(a)    To the extent, if at all, but only to the extent, that NMSA 1978, Section 56‑7‑1 (1971), as amended from time to time, is applicable to this Deed of Trust or any indemnification agreements herein, any agreement to indemnify any indemnitee given in this Deed of Trust, regardless of whether such agreement to indemnify makes reference to this or any other limitation provision, will not extend to liability, claims, damages, losses or expenses, including attorneys’ fees, arising out of (i) the preparation or approval of maps, drawings, opinions, reports, surveys, change orders, designs or specifications by such indemnitee, or the agents or employees of such indemnitee, or (ii) the giving of or the failure to give directions or instructions by such indemnitee, or the agents or employees of such indemnitee, where such giving or failure to give directions or instructions is the primary cause of bodily injury to persons or damage to property.

(b)    To the extent, if at all, but only to the extent, that NMSA 1978, Section 56‑7‑2 (1999), as amended from time to time, is applicable to this Deed of Trust or any indemnification agreements herein, or agreement to indemnify any indemnitee given in this Deed of Trust, regardless of whether such undertaking or agreement to indemnify makes reference to this or any other limitation provision, this Deed of Trust does not purport to indemnify such indemnitee against loss or liability for damages arising from: (i) the sole or concurrent negligence of such indemnitee or the agents or employees of such indemnitee; (ii) the sole or concurrent negligence of an independent contractor who is directly responsible to such indemnitee; or (iii) an accident that occurs in operations carried on at the direction or under the supervision of such indemnitee, an employee or representative of such indemnitee or in accordance with methods and means specified by such indemnitee or the employees or representatives of such indemnitee.

statements and assurances to be recorded and filed, at such times and places as may be required or permitted by law to so create, perfect and preserve such security interest.

(e)    Any notice or communication given under this Deed of Trust shall be in writing and shall be (i) delivered personally, (ii) sent by documented overnight delivery service, (iii) sent by email transmission, or (iv) sent by first class mail, postage prepaid (certified or registered mail, return receipt requested). Such notice shall be deemed to have been duly given (x) if received, on the date of delivery, with a receipt for delivery, (y) if refused, on the date of refused delivery, with a receipt for refusal, or (z) with respect to email transmissions, on the date the recipient confirms receipt. Notices or other communications shall be directed to the following addresses:

(f)    Any party may at any time change its address for service by giving notice to the other parties in accordance with this Section 11.5.

to this Section 11.7 and all other sums expended by Beneficiary to which it shall be entitled to be indemnified, together with interest thereon at the maximum rate allowed by law from the date of such payment or expenditure, shall be secured by the Security Documents and shall be paid by Grantor to Beneficiary upon demand.

rights and remedies of Trustee on behalf of Beneficiary or Beneficiary granted herein, the laws of such state shall apply as to that portion of the Mortgaged Property located in (or otherwise subject to the laws of) such state.

any representations, understandings, stipulations, agreements or promises, oral or written, with respect to the matters addressed in this Deed of Trust. THE WRITTEN AGREEMENTS HEREIN REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

(a)    In addition to the requirements for giving notice set forth elsewhere in this instrument, all notices shall be sent by regular, first‑class United States mail, postage prepaid.

(b)    Notwithstanding anything to the contrary contained in this instrument, the appointment of a receiver for the Mortgaged Property shall be in accordance with the New Mexico Receivership Act, §44‑8‑1, et seq., NMSA 1978.

(c)    To the extent this instrument constitutes a deed of trust, it is subject to the New Mexico Deed of Trust Act, §48‑10‑1, et seq., NMSA 1978.

(d)    To the extent this instrument constitutes a mortgage, the grant of the mortgage is made with mortgage covenants and upon the statutory mortgage condition, for the breach of which, except as otherwise provided herein, this instrument is subject to foreclosure as provided by law.

(e)    For Security Agreement and Fixture Filing purposes, (i) the Debtor’s name is “HEP Refining, L.L.C.”, whose address is shown on the first page of this instrument; (ii) the Secured Party’s name is HollyFrontier Corporation, whose address is shown in Section 1.1(d) of this instrument; (iii) this instrument covers materials, supplies, equipment, apparatus and other items that are, or are to become, fixtures; and (iv) the real property to which such fixtures are related is attached to this instrument as Exhibit A.

WITNESS THE EXECUTION HEREOF as of the date first above written.

EMPLOYER IDENTIFICATION NUMBER OF GRANTOR:    71-0968299

 

ORGANIZATIONAL NUMBER OF GRANTOR:     ###-###-####

THE STATE OF TEXAS    §

    §

COUNTY OF DALLAS    §

This instrument was acknowledged before me on July 6, 2015, by Stephen D. Wise, Vice President and Treasurer of Holly Logistic Services, L.L.C., a Delaware limited liability company, general partner of HEP Logistics Holdings, L.P., a Delaware limited partnership, general partner of Holly Energy Partners, L.P., a Delaware limited partnership, sole member of HEP Logistics GP, L.L.C., a Delaware limited liability company, general partner of Holly Energy Partners — Operating, L.P., a Delaware limited partnership, sole member of HEP Refining, L.L.C., a Delaware limited liability company, on behalf of said limited liability companies and limited partnerships.

The Blending Facility located on the Real Property.

A TRACT OF LAND LOCATED IN SECTION 9, TOWNSHIP 17 SOUTH, RANGE 26 EAST, N.M.P.M., EDDY COUNTY, NEW MEXICO, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT AN IRON ROD WITH CAP STAMPED PLS 16005 SET AT THE SOUTHWEST CORNER OF SAID TRACT LOCATED S 89°50’19” E, 825.50 FEET AND N 00°09’41” E, 1,103.89 FEET FROM A ONE INCH IRON PIPE ROD AT THE SOUTHWEST CORNER OF SAID SECTION 9;

THENCE, WITH SAID TRACT PERIMETER HEREIN DESCRIBED AS FOLLOWS: NORTH 05°28’27” WEST, 131.34 FEET TO AN ASPHALT NAIL SET AT THE NORTHWEST CORNER OF SAID TRACT HEREIN DESCRIBED; NORTH 85°03’18” EAST 193.87 FEET TO AN ASPHALT NAIL SET AT THE NORTHEAST CORNER OF SAID TRACT HEREIN DESCRIBED; SOUTH 05°06’07” EAST, 131.33 FEET TO AN IRON ROD WITH CAP STAMPED PLS 16005 SET AT THE SOUTHEAST CORNER OF SAID TRACT HEREIN DESCRIBED; SOUTH 85°03’18” WEST, 193.02 FEET TO THE POINT OF BEGINNING CONTAINING 0.583 ACRES OF LAND.

This Subordination, Non‑Disturbance and Attornment Agreement (this “Agreement”) is executed effective as of May ___, 2015, among Wells Fargo Bank, N.A., in its capacity as administrative agent (or any assignee of or successor to such administrative agent) under the Credit Agreement (as defined below) and on behalf of the Credit Parties (as defined below) (“Administrative Agent”), and HollyFrontier Corporation, a Delaware corporation (“Holly”).

A.Holly Energy Partners — Operating, L.P., a Delaware limited partnership (“HEP Operating”), the financial institutions party thereto from time to time (individually, a “Financial Institution” and collectively, the “Financial Institutions”), the Financial Institutions issuing letters of credit thereunder from time to time, if any (individually, an “Issuing Bank” and collectively, the “Issuing Banks”), the Financial Institutions or any affiliate thereof that have entered into hedging arrangements with HEP Operating or any subsidiary thereof from time to time (individually, a “Swap Counterparty” and collectively, the “Swap Counterparties” and, together with Administrative Agent, the Financial Institutions and the Issuing Banks, being collectively referred to herein as the “Credit Parties”) are parties to that certain Second Amended and Restated Credit Agreement dated as of February 14, 2011 (as heretofore and hereafter renewed, extended, amended, supplemented, replaced, modified and/or restated from time to time, the “Credit Agreement”).

B.    The Financial Institutions are the present owners and holders of certain promissory notes dated February 14, 2011, executed by HEP Operating and payable to the order of each such Financial Institution (as heretofore and hereafter renewed, extended, amended, supplemented, replaced, modified, and/or restated from time to time and together with any additional notes issued under or pursuant to the Credit Agreement, the “Notes”). Administrative Agent, for the ratable benefit of the Credit Parties, is the beneficiary of that certain Sixth Amendment to Line of Credit Leasehold Mortgage, Security Agreement, Assignment of Rents and Leases, Fixture Filing and Financing Statement dated effective as of May ___, 2015 (as heretofore and hereafter renewed, extended, amended, supplemented, replaced, modified, and/or restated from time to time, collectively, the “Senior Mortgages”), and the secured party under certain other security agreements and documents entered into in connection with the Credit Agreement (as heretofore and hereafter renewed, extended, amended, supplemented, replaced, modified, and/or restated from time to time, the “Security Instruments” and, together with the Credit Agreement, the Notes, the Senior Mortgages and any other documents, instruments and agreements executed and/or delivered in connection with the Credit Agreement, collectively, the “Senior Loan Documents”).

C.    Pursuant to the Senior Loan Documents and to secure the Notes and the other Secured Obligations (as defined in the Senior Mortgages), HEP Refining, L.L.C., a Delaware limited liability company (“Grantor”) granted a security interest and mortgage lien to or for the benefit of Administrative Agent, covering the Property (defined below), including the Realty Collateral (as

defined in the Senior Mortgages) described on Exhibit A attached hereto. As used herein, “Property” shall mean the Mortgaged Property, as such term is defined in the Senior Mortgages.

D.    Holly is the current owner of certain rights and interests under and pursuant to the provisions of that certain Unloading and Blending Services Agreement (Artesia) dated effective as of March 12, 2015 (the “Service Agreement”), by and between HFRM, HEP Operating and Grantor, as such agreement has been amended to date or may be amended, amended and restated, replaced or otherwise modified at any time in the future.

E.    Holly is the current beneficiary of certain liens and security interests in a portion of the Property (the “Subordinated Liens”) under and pursuant to the provisions of that certain Mortgage, Line of Credit Mortgage and Deed of Trust (with Security Agreement and Financing Statement) (the “Holly Mortgage”) dated effective as of May ___, 2015 executed by Grantor to Chicago Title Insurance Company, Trustee, for the benefit of Holly, securing the Obligations (as defined in the Holly Mortgage and referred to herein as the “HEP Obligations”), such Holly Mortgage being recorded (or to be recorded) in Eddy County, New Mexico.

F.    Holly has agreed to subordinate its Subordinated Lien under the Holly Mortgage (but not, pursuant to this Agreement, any of its rights and interests under the Service Agreement) to (i) the Senior Mortgages and the other Senior Loan Documents, and (ii) any other mortgage, deed of trust or security instrument granted by a Purchaser (as defined in Section 3 below) or any subsequent purchaser of any portion of the Mortgaged Property (as heretofore and hereafter renewed, extended, amended, supplemented, replaced, modified, and/or restated from time to time, a “Future Senior Mortgage”) that secures debt and obligations of, and other extensions of credit to, such Purchaser or purchaser (together with the Secured Obligations (as defined in the Senior Mortgages), referred to herein as the “Senior Secured Obligations”) and Administrative Agent has agreed that it and any such Purchaser at foreclosure of a Senior Mortgage shall recognize and not disturb or extinguish the Holly Mortgage, all on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of Ten Dollars ($10) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Administrative Agent and Holly hereby covenant and agree as follows:

1.    Subordination of Holly Mortgage.

(a)    Subject to the provisions of Section 3 and Section 4 hereof, the Subordinated Liens of Holly under the Holly Mortgage and all of the terms, covenants and provisions of the Holly Mortgage, and all rights, remedies and options of Holly thereunder, are and shall at all times continue to be subject, subordinate and inferior in all respects to the Senior Loan Documents and any Future Senior Mortgage and to the liens and security interests thereof and to all amendments, modifications, and replacements thereof, with the same force and effect as if the Senior Loan Documents, or if applicable, the Future Senior Mortgage, had been executed, delivered and recorded prior to the execution, delivery and recordation of the Holly Mortgage. This Agreement is not intended, and shall not be construed, to (i) subordinate the rights and interests of Holly under the Service Agreement

(including Holly’s right to quiet enjoyment under the Service Agreement or any claims, remedies or damages that may be due or available to, or become due or available to, Holly under the Service Agreement), or (ii) subordinate the Holly Mortgage to any mortgage, deed of trust, assignment, security agreement, financing statement or other security document, other than, with respect to clause (ii), the Senior Loan Documents and the Future Senior Mortgage. Nothing in this Agreement shall impair, as between the HEP Parties, on the one hand, and Holly, on the other hand, the obligations of the HEP Parties, which are absolute and unconditional, to perform the HEP Obligations in accordance with their terms.

(b)    Notwithstanding anything herein or in the Holly Mortgage to the contrary, Holly hereby acknowledges and agrees, and Grantor by its consent to this Agreement acknowledges and agrees, that (i) in the event that any of the terms or provisions of this Agreement conflict with any terms or provisions of the Holly Mortgage, the terms or provisions of this Agreement shall govern and control for all purposes; and (ii) without the written prior consent of the Administrative Agent or the beneficiary of any Future Senior Mortgage (together with the Credit Parties, the “Senior Beneficiaries”), neither Holly nor Grantor (nor any future owner of the Mortgaged Property) will amend, revise, supplement, replace, restate, or otherwise modify the Holly Mortgage if such amendment, revision, supplement, replacement, restatement or other modification would be materially adverse to the rights of any Senior Beneficiary.

2.    Relative Rights and Priorities. Subject to the provisions of Section 1, Section 3 and Section 4 hereof:

(a)    Until the Senior Secured Obligations have been indefeasibly paid in full, all commitments to extend credit under the Credit Agreement (or if applicable, any agreement governing obligations secured by a Future Senior Mortgage) have terminated, and all letters of credit issued thereunder have been terminated and returned (the “Senior Obligations Payment Date”), Holly will not (i) commence any foreclosure (whether a judicial foreclosure or non‑judicial foreclosure) of the Holly Mortgage, (ii) accept a deed or assignment in lieu of foreclosure, (iii) otherwise exercise any of its rights or remedies under the Holly Mortgage, or (iv) take any Enforcement Action.

(b)    Holly agrees that, until the Senior Obligations Payment Date has occurred:

(i)    it will not take or cause to be taken any action, the purpose or effect of which is to make any Subordinated Lien pari passu with or senior to, or to give Holly any preference or priority relative to, the liens and security interests with respect to the Senior Secured Obligations;

(ii)    it will not oppose, object to, interfere with, hinder or delay, in any manner, whether by judicial proceedings (including without limitation the filing of an Insolvency Proceeding (as herein defined)) or otherwise, any foreclosure, sale, lease, exchange, transfer or other disposition of the Mortgaged Property (as defined in the Holly Mortgage and with the same meaning herein as therein defined) by any of the Senior Beneficiaries or any other Enforcement Action taken by or on behalf of any of the Senior Beneficiaries;

(iii)    it has no right to (A) direct any of the Senior Beneficiaries to exercise any right, remedy or power with respect to the Mortgaged Property or pursuant to the Senior Loan Documents or any Future Senior Mortgage or (B) consent or object to the exercise by any of the Senior Beneficiaries of any right, remedy or power with respect to the Mortgaged Property or pursuant to the Senior Loan Documents or any Future Senior Mortgage or to the timing or manner in which any such right is exercised or not exercised (or, to the extent they may have any such right described in this clause (iii), whether as a junior lien creditor or otherwise, they hereby irrevocably waive such right);

(iv)    it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against any of the Senior Beneficiaries seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, and none of the Senior Beneficiaries shall be liable for any action taken or omitted to be taken by any of the Senior Beneficiaries with respect to the Mortgaged Property or pursuant to the Senior Loan Documents or any Future Senior Mortgage; and

(v)    the Senior Beneficiaries shall have the prior right to collect and receive any and all proceeds which may be paid or distributed in respect of the Mortgaged Property in any Insolvency Proceeding or otherwise arising from any sale or other disposition of the Mortgaged Property.

(c)    Until the Senior Obligations Payment Date has occurred, Holly agrees that it shall not, in, or in connection with, any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case, that is inconsistent with the terms or spirit of, or intent of the parties with respect to, this Agreement, including, without limitation, with respect to the determination of any liens or claims held by any of the Senior Beneficiaries (including the validity and enforceability thereof) or the value of any claims of such parties under the United States Bankruptcy Code or otherwise; provided that Holly may file a proof of claim in an Insolvency Proceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations imposed hereby; provided further, that if no proof of claim is filed in any Insolvency Proceeding with respect to the HEP Obligations by the 10th day prior to the bar date for such proof of claim, the Senior Beneficiaries may (but shall have no duty or obligation to), after notice to Holly, file such proof of claim, provided that the foregoing shall not confer to any Senior Beneficiary the right to vote on behalf of Holly in any insolvency proceeding.

(d)    Until the Senior Obligations Payment Date has occurred, whether or not an Insolvency Proceeding has been commenced by or against the owner of the Mortgaged Property, any of the Senior Beneficiaries shall have the exclusive right to take and continue any Enforcement Action with respect to the Mortgaged Property, without any consultation with or consent of Holly. Upon the occurrence and during the continuance of a default or an event of default under the Senior Loan Documents or any Future Senior Mortgage, any of the Senior Beneficiaries may take and continue any Enforcement Action with respect to the Senior Secured Obligations and the Mortgaged Property in such order and manner as they may determine in their sole discretion.

(e)    To the extent required, Holly hereby consents to the liens and security interests created by the Senior Mortgages and any Future Senior Mortgage, and Holly shall not object to or contest, or support any other person or entity in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any lien or security interest in the Mortgaged Property granted in favor of any of the Senior Beneficiaries. Notwithstanding any failure by any of the Senior Beneficiaries or Holly or their respective representatives to perfect their liens in the Mortgaged Property or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the liens in the Mortgaged Property granted in favor of any of the Senior Beneficiaries or Holly, the priority and rights as between any of the Senior Beneficiaries and Holly and its representatives with respect to the Mortgaged Property shall be as set forth herein.

As used in this Section 2, the following terms shall have the following meanings:

“Enforcement Action” means any demand for payment or acceleration thereof, the bringing of any lawsuit or other proceeding, the exercise of any rights and remedies, directly or indirectly, with respect to any Mortgaged Property, any enforcement or foreclosure of any lien or security interest, any sale in lieu of foreclosure, the taking of possession, exercise of any offset, repossession, garnishment, sequestration or execution, any collection of any Mortgaged Property, any notice to account debtors on any Mortgaged Property or the commencement or prosecution of enforcement of any of the rights and remedies under the Senior Loan Documents or applicable law, including without limitation the exercise of any rights of set‑off or recoupment, and the exercise of any rights or remedies of a secured creditor under the uniform commercial code of any applicable jurisdiction, under the United States Bankruptcy Code, as amended from time to time or otherwise; provided, that, neither the exercise or enforcement by Holly of its rights under the Service Agreement, nor the filing of a proof of claim in an Insolvency Proceeding, shall constitute an Enforcement Action.

“Insolvency Proceeding” means any proceeding in respect of bankruptcy, insolvency, winding up, receivership, dissolution or assignment for the benefit of creditors, in each of the foregoing events whether under the United States Bankruptcy Code, as amended from time to time or any similar federal, state or foreign bankruptcy, insolvency, reorganization, receivership or similar law.

3.    Recognition and Non‑Disturbance of Holly Mortgage. If Administrative Agent, any other Credit Party or any other person (Administrative Agent, any other Credit Party or such other person being herein called a “Purchaser”) shall become the owner of any part of the Property by reason of the foreclosure (whether a judicial foreclosure or non‑judicial foreclosure) of a Senior Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or otherwise (any of such being herein called a “Foreclosure Event”), then for so long as the Service Agreement is in effect, the Purchaser shall (i) recognize the Holly Mortgage, and the Holly Mortgage shall not be terminated or affected thereby, but shall continue in full force and effect upon all of the terms, covenants and conditions set forth in the Holly Mortgage, and (ii) be bound by and subject to all of the terms, provisions, covenants and conditions of the Holly Mortgage; provided, that, the Holly Mortgage shall be subordinated to any Future Senior Mortgage, regardless of whether such Future Senior Mortgage is a direct replacement of an existing Senior Mortgage or Security Instrument, and any

such Future Senior Mortgage shall be considered a “Senior Mortgage” for purposes of this Agreement and the Holly Mortgage. Administrative Agent shall not claim, or seek adjudication, that the Holly Mortgage has been terminated or otherwise adversely affected by any Foreclosure Event.

4.    Service Agreement. Administrative Agent recognizes and confirms that the Service Agreement, and the rights and interests of Holly thereunder, shall in no way be restricted, limited or otherwise affected by this Agreement, the Holly Mortgage, the Senior Mortgages, any Future Senior Mortgage, the Security Instruments or any liens or security interests thereof; provided, however, that, Holly agrees that nothing in the Service 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, the HEP Parties’ obligations under the Service Agreement and shall have executed an “SNDA” as defined in, and in accordance with, Article 6 of the Holly 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 Holly of a purchase option under the Service Agreement or otherwise. Holly shall not amend, modify or supplement the Service Agreement without the prior written consent of the Majority Banks (as defined in the Credit Agreement); provided, that, such amendments, modifications or supplements may be made without the consent of the Majority Banks if such amendments, modifications or supplements (i) individually or in the aggregate, are not materially adverse to the rights of the Administrative Agent or the Financial Institutions, and (ii) individually or in the aggregate, do not materially decrease the economic benefit that the HEP Parties would have otherwise received pursuant to such agreement. Administrative Agent, both for itself and for any Purchaser, further agrees that upon any Foreclosure Event, the Service Agreement shall not be terminated or affected thereby, nor shall Holly’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 Service Agreement (or any other rights of Holly under the Service Agreement) be affected or disturbed because of the Foreclosure Event, but rather the Service Agreement shall continue in full force and effect as direct obligations between the Purchaser and Holly, upon all of the terms, covenants and conditions set forth in the Service Agreement. Neither Administrative Agent nor any Purchaser shall claim, or seek adjudication, that the Service Agreement has been terminated or otherwise adversely affected by any Foreclosure Event. Notwithstanding the foregoing, in the event that the Service Agreement is rejected in bankruptcy or is otherwise terminated, the Purchaser shall, promptly upon request by Holly, enter into a Service Agreement with Holly on substantially the same terms (and with tariffs and minimum volumes commensurate with those then applicable under the Service Agreement) and conditions as the rejected or terminated Service 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 a Senior Mortgage.

5.    Attornment With Respect to the Service Agreement. Upon the occurrence of any Foreclosure Event, Holly shall attorn to the Purchaser, the Purchaser shall accept such attornment, and the Purchaser and Holly shall be bound to each other under all of the terms, provisions, covenants and conditions of the Service Agreement; provided, that, except for Holly’s express rights and

remedies under the Service Agreement, in no event shall the Purchaser be liable for any act, omission, default, misrepresentation, or breach of warranty of the HEP Parties (or any owner of the Mortgaged Property prior to such Purchaser) or obligations accruing prior to Purchaser’s actual ownership of the Property. The provisions of this Agreement regarding attornment by Holly shall be self‑operative and effective without the necessity of execution of any new document on the part of any party hereto or the respective heirs, legal representatives, successors or assigns of any such party. Holly agrees, however, to execute and deliver upon the request of Purchaser, any instrument or certificate which in the reasonable judgment of Purchaser may be necessary or appropriate to evidence such attornment.

6.    Estoppel Certificate. Holly agrees to execute and deliver from time to time, upon the request of any of the Senior Beneficiaries, a certificate regarding the status of the Service Agreement, consisting of statements, if true (or if not, specifying why not), (a) that the Service Agreement is in full force and effect, (b) the date through which payments have been paid, (c) the date of the commencement of the term of the Service Agreement, (d) the nature of any amendments or modifications of the Service Agreement, (e) to Holly’s actual knowledge without investigation, no default, or state of facts which with the passage of time or notice (or both) would constitute a default, exists under the Service Agreement, (f) to Holly’s actual knowledge without investigation, no setoffs, recoupments, estoppels, claims or counterclaims exist against the HEP Parties under the Service Agreement, and (g) such other factual matters as may be reasonably requested.

7.    [Intentionally Omitted].

8.    Reliance on Notices. Grantor agrees that Holly may rely upon any and all notices from Administrative Agent or any Purchaser, even if such conflict with notices from Grantor.

9.    Notices. All notices, consents and other communications pursuant to the provisions of this Agreement shall be in writing and shall be sent by (a) registered or certified mail, postage prepaid, return receipt requested, (b) nationally recognized overnight delivery service, or (c) telecopier or email, addressed as follows:

Notice sent by registered or certified mail, postage prepaid, return receipt requested, shall be deemed given and received on the third Business Day (hereinafter defined) after being deposited in the United States mail, notice sent by nationally recognized overnight delivery service shall be deemed given in conformity with this paragraph and received on the first Business Day after being deposited with such delivery service, and notice given by telecopier or email shall be deemed given and received upon actual receipt if received during the recipient’s normal business hours or at the beginning of the recipient’s next Business Day after receipt if not received during the recipient’s normal business hours. Each party may designate a change of address by notice to the other party. “Business Day” means a day upon which commercial banks are not authorized or required by law to close in Dallas, Texas.

10.    Binding Effect. This Agreement shall be binding upon Administrative Agent, Holly and any Purchaser and inure to the benefit of the Senior Beneficiaries and Holly and their respective successors and assigns. Grantor has assigned to Administrative Agent its rights hereunder, and the HEP Parties have assigned to Administrative Agent their rights under the Service Agreement by way of a collateral assignment. The parties agree that any person that shall become the owner of any of the rights of Grantor hereunder, or any of the rights of the HEP Parties under the Service Agreement by reason of foreclosure (whether a judicial foreclosure or non‑judicial foreclosure and including, without limitation, Administrative Agent) or the acceptance of a deed or assignment in lieu of foreclosure or otherwise shall (a) have the same rights as Grantor hereunder, and the HEP Parties under the Service Agreement, including, without limitation, under this Section 10, and (b) be bound by and subject to all of the terms, provisions, covenants and conditions of this Agreement.

11.    General Definitions. The term “Administrative Agent” as used herein shall include the successors and assigns of Administrative Agent. The term “HEP Parties” as used herein shall include the successors and assigns of HEP Operating and Grantor under the Service Agreement, but shall not mean or include Administrative Agent. The term “Property” as used herein shall mean the Property, the improvements now or hereafter located thereon and the estates therein encumbered by the Senior Mortgages. The term “Holly” as used herein shall include the successors and assigns of Holly hereunder and under the Service Agreement including, without limitation, any Holly Successor.

12.    Modifications. This Agreement may not be modified in any manner or terminated except by an instrument in writing executed by the parties hereto.

13.    Governing Law. This Agreement shall be governed by and construed under the laws of the State in which the Property is located.

14.    Duplicate Originals; Counterparts. This Agreement may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This

Agreement may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of such together shall constitute a single Agreement.

15.    Further Assurances. Without unreasonable delay and to the extent requested by HEP, subject to Section 4 hereof and Article 6 of the Holly Mortgage, Holly will enter into new Subordination, Non‑Disturbance and Attornment Agreements, if necessary or advisable, to facilitate the extension, amendment, supplement, restatement, replacement or refinancing of the indebtedness under the Credit Agreement.

16.    Service Agreement. Notwithstanding the fact that Holly is not a party to the Service Agreement in effect as of the date of this Agreement, for the purpose of this Agreement, Holly agrees to be bound by the terms of the Service Agreement to which HFRM is bound. Holly acknowledges that (i) HFRM is a wholly-owned subsidiary of Holly, and (ii) the Service Agreement governs the operation of the assets that constitute a portion of the collateral under the Holly Mortgage, and, as a result, Holly will receive substantial benefit in connection with the Service Agreement.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.

By:    

Name:    

Title:    

The undersigned hereby consents to the foregoing Subordination, Non‑Disturbance and Attornment Agreement and, without limitation, agrees to the provisions of Section 1 thereof.

HEP REFINING, L.L.C., a Delaware limited liability company

    

THE STATE OF _________    §

COUNTY OF ___________    §

THIS INSTRUMENT was acknowledged before me on May ____, 2015, by ______________________________, ____________________ of Wells Fargo Bank, N.A., a national banking association, as Administrative Agent, on behalf of such national banking association.

    
THE STATE OF TEXAS    §

COUNTY OF DALLAS    §

THIS INSTRUMENT was acknowledged before me on July ____, 2015, by ____________, ____________________ of HollyFrontier Corporation, a Delaware corporation, on behalf of such corporation.

THE STATE OF TEXAS    §

COUNTY OF DALLAS    §

This instrument was acknowledged before me on July ____, 2015, by Stephen D. Wise, Vice President and Treasurer of Holly Logistic Services, L.L.C., a Delaware limited liability company, general partner of HEP Logistics Holdings, L.P., a Delaware limited partnership, general partner of Holly Energy Partners, L.P., a Delaware limited partnership, sole member of HEP Logistics GP, L.L.C., a Delaware limited liability company, general partner of Holly Energy Partners — Operating, L.P., a Delaware limited partnership, sole member of HEP Refining, L.L.C., a Delaware limited liability company, on behalf of said limited liability companies and limited partnerships.

A TRACT OF LAND LOCATED IN SECTION 9, TOWNSHIP 17 SOUTH, RANGE 26 EAST, N.M.P.M., EDDY COUNTY, NEW MEXICO, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT AN IRON ROD WITH CAP STAMPED PLS 16005 SET AT THE SOUTHWEST CORNER OF SAID TRACT LOCATED S 89°50’19” E, 825.50 FEET AND N 00°09’41” E, 1,103.89 FEET FROM A ONE INCH IRON PIPE ROD AT THE SOUTHWEST CORNER OF SAID SECTION 9;

THENCE, WITH SAID TRACT PERIMETER HEREIN DESCRIBED AS FOLLOWS: NORTH 05°28’27” WEST, 131.34 FEET TO AN ASPHALT NAIL SET AT THE NORTHWEST CORNER OF SAID TRACT HEREIN DESCRIBED; NORTH 85°03’18” EAST 193.87 FEET TO AN ASPHALT NAIL SET AT THE NORTHEAST CORNER OF SAID TRACT HEREIN DESCRIBED; SOUTH 05°06’07” EAST, 131.33 FEET TO AN IRON ROD WITH CAP STAMPED PLS 16005 SET AT THE SOUTHEAST CORNER OF SAID TRACT HEREIN DESCRIBED; SOUTH 85°03’18” WEST, 193.02 FEET TO THE POINT OF BEGINNING CONTAINING 0.583 ACRES OF LAND.